The profound changes of the 21st century are transforming America into what must become a learning society. Never before have museums, libraries and the whole of the non-formal sector of educational institutions faced such challenges and opportunities. The demand is great for fresh and innovative thinking to construct a bold, new learning network that provides all citizens with access to learning and information. The most pressing challenge for museums and libraries may be to help conceive a new means to provide access to their resources and awareness of their roles in a learning society. A true learning society should provide widespread, integrated, systematic, and equitable access to learning resources and skills. Lifelong learning must be a continuum that complements the formal K-12 educational structure with ongoing opportunities in informal settings, such as museums and libraries, which have historically provided the kinds of learning experiences that are at the core of informal learning. Both museums and libraries are embracing the use of new technologies to reach beyond their walls, breaking through the barriers of time, economy and physical disability. In partnership, museums, libraries and others can address the digital divide and create a flexible learning ecosystem, a community campus of resources for all. Access to technology is the one part of an equitable learning society. The Institute of Museum and Library Services believes it is time to galvanize the resources of museums and libraries, in partnership with other stakeholders in lifelong learning, to construct new and more dynamic frameworks for learning, creating infrastructures that bring content and delivery systems together in fresh combinations. Sidebars highlight innovative programs from different states, illustrating how effectively museums and libraries are addressing the needs of a learning society. (AEF)