To address the critical problem of inadequate physician supply in rural British Columbia, The University of British Columbia (UBC) launched an innovative, expanded and distributed medical program in 2004-2005. Medical students engage in a common curriculum at three geographically distinct sites across B.C.: in Vancouver, Prince George and Victoria. The distribution of the core Histology course required a thorough revision of our instructional methodology. We here report our progress and address the question "How does one successfully distribute Histology teaching to remote sites while maintaining the highest of educational standards?" The experience at UBC points to three specific challenges in developing a distributed Histology curriculum: (i) ensuring equitable student access to high quality histological images, (ii) designing and implementing a reliable, state-of-the-art technological infrastructure that allows for real-time teaching and interactivity across geographically separate sites and (iii) ensuring continued student access to faculty content expertise. High quality images--available through any internet connection--are provided within a new virtual slide box library of 300 light microscopic and 190 electron microscopic images. Our technological needs are met through a robust and reliable videoconference system that allows for live, simultaneous communication of audio/visual materials across the three sites. This system also ensures student access to faculty content expertise during all didactic teaching sessions. Student examination results and surveys demonstrate that the distribution of our Histology curriculum has been successful. (Contains 1 figure.)