In 2012, Athabasca University began the move to Moodle 2.2 with two types of pilot projects. This session describes some of the challenges that emerged during the design pilot and first offering of a new graduate course that was developed in Moodle 2.2. We offer a retrospective view of both the design process and the product that was finally produced. Issues related to technical support and server access, functionality of modules to implement learning activities, the collaborative methodology used for development, and the impact of multiple stakeholders will be reviewed. Lessons learned will be offered.