To provide highly qualified teachers and continue the development of their classroom practices, first-rate professional development is needed. E-learning modules were created to provide quality professional development to in-service teachers, enhance instruction without time constraints, and offer a common knowledge base of instructional strategies for in-service and pre-service teachers to improve teacher preparation and provide additional resources for continued development. E-learning modules completed by both in-service and pre-service teachers establish a common knowledge of best practices of instruction in identified, critical areas. In-service and pre-service teachers are able to team teach lessons using the same strategies and expectations. E-learning modules can also provide valuable resources from other colleges across a university. These modules are available on-line or on a CD-ROM, 24 hours a day, seven days a week from any location. This article describes Project REAL (Rockford Education Alliance), a comprehensive partnership between Northern Illinois University (NIU), Rock Valley College, and Rockford, Illinois Public School (RPS) District 205 with a focus on improving student performance and enhancing the quality of teacher educators. Project REAL chose e-learning modules as an alternative method to provide professional development. (Contains 3 figures.)