In spring 1999, the Open University (OU) of the United Kingdom created the U.S. Open University (USOU) to coincide with the explosive growth of online education in the United States. The institution's first chancellor, Richard S. Jarvis (previously chancellor of the University and Community College System of Nevada), began hiring U.S. staff and opened an office near Denver, Colorado. News stories about the fledgling enterprise soon appeared in the "Chronicle of Higher Education," "Change" magazine, and the Business Wire. It seemed an auspicious beginning to a new enterprise that targeted a growing field and brought with it the expertise and imprimatur of the U.K. Open University, which had enrolled three million distance students worldwide since 1971. Why, then, did the USOU close three years later, in June 2002? And what lessons can be drawn from its closing? These questions prompted the author to interview Jarvis to better understand the underlying problems from the point of view of the chief operating officer during the USOU's creation, operation, and closure. The interviews resulted in five lessons germane not only to the USOU but also to institutions considering new online learning ventures today. In this article, the author discusses the five sources of the problems afflicting USOU: (1) Loss of an important advocate and diminishing support from the parent institution; (2) Conflicts with the OU's established curriculum; (3) Challenges in entering a new market; (4) Lack of accreditation; and (5) Problems with business planning. The lessons from the USOU experience show the need to combine lofty ideals with a solid understanding of the marketplace--the number and character of competitors, potential customers' desires, the difficulties of adjusting a successful model to a new environment, the importance of timing--so that new projects can generate sufficient revenue to prove themselves before their support erodes. These lessons seem applicable not just to virtual universities but to all new initiatives that a college or university might consider. (Contains 3 endnotes.)