2010 marked the 13th consecutive year of declining enrolment in British Columbia public schools. The largest decline within the province’s 60 school districts occurred in Prince George School District #57. Since 1995, the district has experienced a 31% decrease in student numbers (BC Ministry of Education, 2010). School District 57 covers an area of 52,000 square kilometers and located at the southeastern tip of the district is the rural community of Valemount. In September 2010 Valemount Secondary introduced a new model of learning at their school which uses Moodle to offer on-line courses to their own students, with the aim of keeping students enrolled locally, rather than in courses offered by remote, third-party institutions. Using surveys, interviews and observations in the context of a descriptive/exploratory case study at Valemount Secondary, this research project looks at one school’s experiences with implementing a localized on-line learning model. This study shows the success of the program as largely attributable to its compatibility with the unique learning characteristics of rural, adolescent learners., Final draft.