In 2009, after a year of planning and preparation, the second generation of Ohio Memory was launched. A collaborative effort of the Ohio Historical Society (OHS) and the State Library of Ohio, Ohio Memory is a repository for more than 75,000 digital items, including photographs, journals, and other manuscript materials, as well as print documents and archived web content. Since its launch, numerous other cultural heritage institutions in Ohio have contributed to Ohio Memory as well, resulting in a rich source for reformatted primary Ohio documents of interest to researchers of all types in Ohio and beyond. This was not the first time Ohio Memory went live; in 2002 an early version of Ohio Memory debuted as part of Ohio's bicentennial, which took place in 2003. The new Ohio Memory, however, is far larger in scope and content and has become a hallmark for partnerships between cultural heritage institutions. In this article, the author discusses how Ohio Memory was built, why it was built, the challenges faced along the way, its plans for sustainability, and its vision for the future of its digital repository.