Advancements in technology and personal computing have allowed for the development of novel teaching modalities such as online web-based modules. These modules are currently being incorporated into medical curricula and, in some paradigms, have been shown to be superior to classroom instruction. We believe that these modules have the potential of significantly enriching anatomy education by helping students better appreciate spatial relationships, especially in areas of the body with greater anatomical complexity. Our objective was to develop an online module designed to teach the anatomy and function of the cranial nerves. A three-dimensional model of the skull, brainstem, and thalamus were reconstructed using data from the Visible Human Project and Amira[R]. The paths of the cranial nerves were overlaid onto this 3D reconstruction. Videos depicting these paths were then rendered using a "roller coaster-styled" camera approach. Interactive elements adding textual information and user control were inserted into the video using Adobe Creative Suite[R] 4, and finally, the module was exported as an Adobe Flash movie to be viewable on Internet browsers. Fourteen Flash-based modules were created in total. The primary user interface comprises a website encoded in HTML/CSS and contains links to each of the 14 Flash modules as well as a user tutorial. (Contains 2 figures.)