With a growing number of courses offered online there isconsiderable interest in distance education. As universities negotiate standards in online instruction we ask: How will effective communication, interaction, and motivation be established in the absence of face-to-face instruction? What will be the role for instructors in online education? How will students’ learning outcomes be assured and improved? To address these concerns, City University created a new set of standards for their online classes: the Exemplary Course Standards (ECS). But CityU was unsure how to start applying these. Our team modeled ways to use the ECS by redesigning a core course on critical thinking. We created an online experience that is interactive, uses story-structure, formative assessment, and caters to a variety of student types and needs. Education is an old art form but as the medium we teach through changes, we must adapt to harness the power of online instruction.