Newspapers and wire services have been running stories about Governor Arnold Schwarzenegger’s initiative to offer schools free, open-source digital textbooks for high school students and even younger kids. The articles tend to cite California’s serious budget woes and the price and weight of the traditional textbook. Unfortunately, they are quite vague about what the digital texts will look like. At Smarthistory.org, we hope that California and others look beyond the familiar organizational structure of the textbook and its analogue finding aids. Open textbooks ought to take advantage of the web’s inherent strengths and allow users to organize material in numerous ways while pointing outward to high quality resources elsewhere on the web. Hopefully, these new resources will seamlessly incorporate multimedia allowing users to listen, read, watch and most importantly respond. Here is an opportunity to directly engage students, allowing them initiate or join conversations both in and outside the confines of the text. Hey, that sounds a bit like Smarthistory.org!