Critical in virtually all educational arenas, gaming and simulation techniques and distance learning are major areas of interest in today's U.S. Army training. The U.S. Army Armor School at Ft. Knox, KY contracted with the University of Louisville and Northrop Grumman Mission Systems in 2003 to develop online training for Army Captains. They sought a program that not only incorporated gaming and simulation components but also respected the very real connectivity and software limitations of their far-flung learners. The authors discuss the development process from conception to design, providing a wide range of considerations for educators seeking to develop course-specific software. (Contains 5 figures and 1 exhibit.)