The Ann Arbor Hands-On Museum has a history of offering Distance Learning opportunities for K-12 students throughout southeast Michigan. When in-person learning halted for most students in 2020, the demand for its virtual programming increased. The Museum responded by establishing a second DL studio at the Leslie Science and Nature Center using equipment borrowed from Washtenaw Community College and from staff members’ personal equipment. The DL initiative helped the Museum offer DL programs for an expanded range of STEM and Environmental Education topics. As a result, DL participation rates increased along with the diversity of their audience they served. Since March, 2020 they have offered 766 DL programs reaching more than 27,000 students. In general programming reach the six major counties across Southeast Michigan: Wayne (57%), Oakland (16%), Genesee (3%), Livingston (2%), and Macomb (2%), with the remaining 7% covering fine additional counties. Even though in-person learning has returned to most schools, the Museum staff anticipates the demand for Distance Learning will remain high due to the shortage of guest teachers and limited funds for student field trips. Funding from CTN will be used to upgrade the Museum’s current DL equipment and establish a permanent second studio at the Leslie Science & Nature Center.