This article is concerned with these two aspects of distance education: how it can change our approach to learning and how it can change us. Through the eyes of its potential we can navigate the long journey of addressing some of the educational problems that have plagued us since Sputnik and that have increasingly turned the American public into a group cynical about its own value in the world. At the same time, we can see in it our evolution toward a culture whose values, organizational principles, and sense of what it means to be educated and prepared for the tasks of living are undergoing a transformation at the most fundamental levels.