SESSION ABSTRACT: Learning has traditionally been an ?event? model, where learners go off to a location, or interrupt their daily work flow to log on and interact with learning content. However, new capabilities have given us new possibilities: we now have mobile processing and communications, distributed data, and wireless connections. What will learning look like, and how can we support this from both a design and a system perspective? From a model of intelligent systems based upon learning objects, a way to customize learning offerings is presented. This flexible learning architecture is then used to populate specific models of future learning experiences. The discussion then circulates back to the type of learning design necessary to accommodate these new capabilities. LEARNING OBJECTIVES: Explore a broad range of mobile system capabilities. Determine model specifications to accomplish new learning experiences.