While the internet has offered powerful new tools for delivering education at a distance, problems remain. For individuals with poor or occasional connectivity, the ability to access rich content and engage in collaborative activities is limited. As engagement with peers is necessary for the modification of schemas and the development of higher order thought, connectivity issues have presented a significant barrier to making distance learning as effective as possible. This presentation will demonstrate how Flex and AIR technologies can be leveraged overcome this barrier. By creating a lightweight desktop interface that mirrors server based applications and content, learners can interact with content and activities during periods when they are not connected. When connectivity becomes available the application will automatically synchronize with server-side applications and transfer information, in both directions, that has been modified since the learners last connection. This includes threading of discussion board posts, automatic submission of student work, gradebook updates and content changes. A working prototype will demonstrate these functionalities, with the presenter describing future enhancements.