Henrico County, Virginia has been involved in a teaching and learning initiative with one-to-one computing for ten years and their story is one that everyone should hear. Through the leadership of the Director of Staff Development, CIO, and Director of High Schools they have built a team that truly lets curriculum and instruction inform the use of technology. In this presentation we will hear what it takes to plan, organize, and implement a learning initiative that is focused on 21st century learning.