Online learning made its debut in higher education, but now it's changing the face of K-12 education. According to the marketing research firm Ambient Insight, roughly 1.75 million K-12 students in the United States are enrolled in at least one online course. Although much of the online learning growth in K-12 first occurred in virtual charter schools that served home-schooled students and in state virtual schools that provided courses to supplement the offerings available to students at their local high school, this scenario is beginning to change. Public school districts are no longer sitting on the sidelines. In the 2009 report Keeping Pace with K-12 Online Learning, published by the Evergreen Education Group, Gregg Levin, vice president of KC Distance Learning, explains: "Across the country, strong demand for online learning is pushing it from a fringe offering to a strategic imperative for districts. This is likely being driven by the growing popularity of statewide virtual charter schools, increasing acceptance of online learning for all populations of students, and its cost-effectiveness during tough economic times." This article presents an Innosight Institute case study of Utah's Alpine School District which helps shed light on this trend and reveals some exciting opportunities for public school districts and the U.S. education system.