This article examines the key concepts of active learning, metacognition, and transfer of knowledge, as put forth by the National Research Council's approach to the new science of learning, in relation to ways that E-Learning applications might improve learning both inside and outside the classroom. Several initiatives are highlighted to illustrate innovative ways to improve E-Learning by linking these three concepts to four fundamental characteristics: 1) using engaging production features to motivate children to learn; 2) teaching children to construct their own learning paths with information; 3) encouraging collaborations that facilitate both cognitive and social aspects of learning; and 4) using story-telling and entertainment features to foster learning outside the classroom. Stealth education, in which children are actively engaged in a seamless entertaining learning application, is considered as a viable way for E-Learning to improve children's academic and social successes.