The explosion of web-based enterprise applications, fully-web enabled mobile devices (like the iPhone and iPad) and browser-based gaming sent a clear signal that the era of native applications living in a sandbox was over. Not just for games, but also for the tools we use to develop games. We felt this was an opportunity to make a strategic change that would position us much better and net us valuable experience for the inevitable changes to operating systems, development tools and user expectations. This is the story of our move to AAA game development tools as a webapp. We will share our most significant choices and the costs of those choices. We will suggest alternatives where we feel that better results can still be achieved. And we will share details of the technical architecture of the new tools suite.