When we reflect on the emergence of online education and e-learning as the leading contender to confront the traditions of face-to-face teaching and learning, it is not only a case of better understanding the characteristics of online environments, but also timely to assess the relevance of theories and frameworks informing the design and implementation of those environments. Over the past twenty five years, the value of technology to education has been a significant focus of teachers, learners and institutional administration; it is also a period that has been characterised by lighthouse success stories, rigorous research, technological determinism and unfulfilled promises. As each new generation of technology appeared in the classroom (microcomputers, colour monitors, hypermedia, multimedia, internet), a new generation of early adopters appeared, each seemingly unaware of the research and knowledge gained by the previous generation. In this paper the argument is proposed that even with the strong foundation of knowledge that informs the appropriate ways to use technology for teaching and learning, too often that knowledge has been misunderstood or misused or ignored. The paper is based on the keynote presentation to the Online Learning and Teaching Conference held in Brisbane on September 23rd, 2005. The theme of the conference, "Beyond Delivery," was extremely timely as it marked the assertion that it was time to put the simple digitisation of materials behind us and focus on the active, engaging learning opportunities that effectively put the learning back into e-learning to take advantage of collaborative tools, learning communities and mediated conversation for new millennial learners. More importantly the statement that we are "beyond delivery" also suggests that it is time to embrace change and reflect on new ways to conceptualise the design of online learning environments. Through this paper an argument is presented for a proactive approach to the conceptualisation, formation and maintenance of online environments that cater specifically for the individual learner. Through an analysis of design strategies, proactive modelling and interactive metrics, a new framework is presented to address the pedagogy of online environments and present an alternative to common instructional design practices. For those committed to online teaching and learning environments populated with collaborating and reflective participants, this framework goes well beyond delivery to a pedagogy centred on emancipation and empowerment for the engaged learner.