Bedside and experiential learning are essential parts of emergency medicine education. Off-service residents (hereafter referred to as rotators) pose a particularly challenging group with which to engage in on-shift teaching due to their widely varying levels of prior knowledge and clinical experience. The Five Moments of Need Model described by Mosher and Gottfredson was designed for the corporate sector but offers significant parallels to the on-shift learning environment. E-Learning modalities lend themselves well meeting the resident in many “Moments of Need” and offer the rotator an opportunity to maximize their experiential learning during patient care. Prior efforts to develop a standard rotator curriculum predate the American College of Graduate Medical Education Milestones Project and have not been widely adopted. This curriculum uses an E-Learning repository as the core of a rotator curriculum. It augments a multi-modal approach addressing specialty-specific milestones for rotators. Study Objectives: To develop a rotator curriculum offering learning opportunities appropriate to several “moments of need.” After completion of this curriculum, rotators will: 1) Recognize patients with an unstable medical condition requiring acute stabilization, 2) Perform a focused history and physical exam appropriate to a patient’s chief complaint 3) Develop a differential diagnosis and treatment plan emphasizing acute life-threatening conditions. 4) Safely perform select emergency procedures under supervision. Rotators will be provided access to the Off-Service Resident ToolBox 2 weeks prior to the beginning of their rotation. The ToolBox is an online repository of brief written, video and PowerPoint-based modules. ToolBox content includes a practical introduction to the ED, a series of chief-complaint-focused clinical assessment modules, procedure videos, journal club materials, suggested reading and self-study quizzes. Rotators will be encouraged to review the materials prior to their rotation addressing the “Learning for the first time” and “Learning more” moments of need as well as on shift as preparation for patient evaluation addressing the “Applying what you’ve learned” and “When things change” moments of need. Rotators will apply knowledge gained through ToolBox materials and on-shift experience to their critical analysis of a variety of high-yield journal articles in a rotator-specific journal club led by emergency medicine faculty. Rotators will have 2 primary means of evaluation. Content-specific self-study modules are provided in the ToolBox to provide means of self-assessment. Rotators are evaluated by emergency medicine faculty through means of direct observation. Evaluations are milestone-based and completed via electronic survey response. Curriculum evaluation will be based upon before and after surveys assessing rotator confidence in clinical scenario management, content utilization, and satisfaction. Curricula designed for the rotating resident in the Milestones era are not widely available. The ToolBox offers an e-learning based rotator curriculum emphasizing provision of user-friendly modules at high-yield “moments of need” to maximize both clinical performance and experiential learning through direct patient care.