What should a campus do when it needs more learning spaces but can't construct new buildings? Dr. Benjamin Sill's first task when he became the director of Clemson University's general engineering program was to find space for classrooms and for the advising program. His search ended in the old YMCA building (Holtzendorff Hall), where space was available--but all of it in serious need of renovation. By tightening the general engineering budget and with help of the dean of the College of Engineering and Science, the old movie theater was converted into a classroom, the old basketball gym into an engineering project lab, and the old ballroom into a SCALE-UP classroom (Student-Centered Activities for Large Enrollment Undergraduate Programs). Needing additional space, Sill focused on the abandoned swimming pool that first opened in 1918, which was full not of water but of broken furniture. While Sill and Dr. Elizabeth Stephan talked with facilities and the Provost's Office about design and budgets to renovate the swimming pool, a multidisciplinary group was meeting on the other side of campus. This group, called the Teaching with Technology Community (TwTC), began meeting for an hour each week in fall 2002, starting with only three people representing computer science, mathematical sciences, and experimental statistics, and one person in a dual role representing English and CCIT (Clemson Computing and Information Technology). The group's original purpose was to explore pedagogically sound ways to integrate laptops into the classroom. Since then, TwTC has grown to more than 80 faculty, staff, and graduate and undergraduate students representing nearly 30 academic disciplines, several deans' offices, the Rutland Center for Ethics, the Office of Teaching Effectiveness and Innovation, the libraries, student disabilities services, and additional CCIT areas. At the TwTC's first meeting each fall, members brainstorm on where they want to focus their attention that year. In fall 2006, everyone rallied around the idea of designing and installing a teaching with technology experimental classroom that would be available to faculty from all disciplines. Although Stephan was not at the meeting, as a member of TwTC she received the minutes and noted the TwTC's need for a shared classroom space that could be renovated. This article tells the story of how the old swimming pool became the Holtzendorff Teaching with Technology Experimental Classroom, or "the sandbox classroom."