In fall of 2004, Carnegie Mellon University embarked on a bold educational experiment, the establishment of an overseas branch campus at Education City in the Persian Gulf state of Qatar. Carnegie Mellon's decision to open up shop in the Middle East was by no means unique; indeed, Carnegie Mellon is just one of a growing number of institutions to join the burgeoning overseas branch campus phenomenon. More innovative was Carnegie Mellon's decision, in the fall of 2005, to inaugurate a new academic program that employed cutting edge telecommunications technology to create a real-time, seamless intercontinental learning environment for a pioneer class of twenty three American and Qatari students. Although the class encountered challenges, technological and otherwise, the author believes that U.S.-Arab Encounters may serve as a model for future collaborations between U.S.-based campuses and their increasingly numerous overseas branches. This essay has three primary goals. First, in order to put the U.S.-Arab Encounters experiment into perspective, the author carries out a brief survey of the branch campus phenomenon as a whole, with a particular focus on the reasons for its dramatic expansion in recent years, especially into the Middle East. Secondly, this paper makes a case for the important role that inter-campus courses such as U.S.-Arab Encounters can play in a branch campus setting, particularly in terms of their ability to enhance the inherent advantages offered by overseas branch campuses while simultaneously mitigating some of the problems that those same campuses can pose to the mother institution. Finally, this paper addresses some of the challenges faced in the implementation of this innovative class as a guide to educators who might seek to provide similar inter-campus academic programs in the future. (Contains 2 notes.)