Smarthistory.org is a proven, sustainable model for open educational resources in the Humanities. We discuss lessons learned during its agile development. Smarthistory.org is a free, creative-commons licensed, multi-media web-book designed as a dynamic enhancement or substitute for the traditional art history textbook. It uses conversation instead of the impersonal voice of the typical textbook in-order to reveal disagreement, emotion, and the experience of looking. The listener remains engaged with both the content and the interaction of the speakers. These conversations model close looking and a willingness to encounter and engage the unfamiliar. Smarthistory takes the inherent dialogic and multimedia nature of the web and uses it as a pedagogical method. This extendable Humanities framework uses an open-source content management system making Smarthistory inexpensive to create, and easy to manage and update. Its chronological timeline/chapter-based format integrates new contributions into a single historical framework, a structure applicable across the Humanities.