In this article, the authors report on results of a pilot study on teaching history using a web-based learning environment with three groups of students: those with mild disabilities, those without disabilities, and those in an honors class. They argue that well-designed internet-based instruction can both improve learning outcomes and make it more feasible for teachers to enhance the textbook in order to be more responsive to struggling students by developing supplemental instruction. Students used the Virtual History Museum (VHM), an online museum in which the primary instructional unit is an exhibit, consisting of artifacts and activities, which teachers can create, share and modify. One important feature for differentiated instruction is that all activities can be created in both standard and supported versions, and students can be assigned to one or the other, so that students who need more support can receive it. In the study, Okolo et. al. focus on three major outcomes associated with middle school history in order to determine the degree to which students made gains: (1) factual knowledge; (2) understanding of key history topics; and (3) taking a position on a historical character or event. The results suggest that all three groups of students improved in their factual knowledge, and that there was some improvement in historical reasoning. As well, students were more engaged when completing the VHM lessons than in the regular classroom environment. They note that more research is needed, but are encouraged by the positive results thus far.