In 2010, the Virginia Department of Education’s Office of Educational Technology received additional funding from the Governor’s Productivity Investment Fund to launch the small-scale pilot program Beyond Textbooks to explore the technical, social, and policy implications of traditional textbook alternatives. This Learning without Boundaries project seeks to identify cost-effective models that blend the vetted content and convenience of traditional textbooks with the engaging, dynamic, up-to-date content and resources afforded by the Web. Specifically, new ways to access, organize, and deliver high-quality content using a variety of platforms and tools including the Apple iPad and to understand the conditions necessary to successful implementation in schools will be considered. Textbook publishers and other instructional content providers have been invited to participate in this effort by granting the Department of Education permission to use their content in ways deemed appropriate to furthering our understanding of instructional media. Content providers retain all rights to the content provided for use in this project. The invitation was extended to all content providers, but of particular interest are the publications and supporting resources in the 2009 Recommended History and Social Science Textbook and Instructional Materials adopted by the State Board of Education at the March 18, 2010, meeting. The results from this project should be beneficial to content providers in shaping future instructional media development and to educators as they integrate these new resources in schools. Good instructional media, including textbooks, are essential to schools, and Beyond Textbooks seeks to explore new ways to combine the best attributes of traditional and contemporary educational media.