Faculty often express concern at declining enrollments in humanities disciplines such as History and English, and at the ability of their universities to support continued instruction in less commonly taught languages in the face of budget cuts and fewer FTEs. We would like to facilitate a discussion about how online education, supported by a five year initiative by the University of California, has enabled us to increase enrollments in our classes, often substantially so, and also rethink the content and availability of resources, especially primary research materials, for our undergraduate students, while at the same time making our classes much more accessible to a wide range of students. We plan to discuss our individual experiences, teaching undergraduate survey classes in African History, Latin American History, and Catalan to classes ranging in size from seven students to over 400, and to provide concrete examples of online learning has enabled us to revise our classroom offerings to incorporate new technology, digital resources, and key resources for accessibility – such as own time scheduling for students, captioning for lectures, and much else, to provide rich teaching and learning environments very different from the stereotypes that many people have of “typical” online classes. We will discuss the vital role of the Innovative Learning and Teaching Initiative (ILTI) supported by the University of California Office of the President (UCOP), and discuss how University of California systemwide strengths have been leveraged at the campus level at UCLA and the University of California Riverside (UCR).