Flexible leaning entails the use of packages such as CD-ROMs, in addition to and often in tandem with Web-based materials. There is always a need to build pedagogy into these learning media, but the task is not straightforward. This paper offers some insights from a funded research project that investigated precisely this sort of task in relation to the interactions of content and multimedia design experts engaged in the production of a blueprint for an ESL CD-ROM. The paper first outlines the particular project that served as the vehicle for the investigation, and explains the generic applications of the project to education technology more broadly. It then draws on some of the data elicited during the project to focus attention on the ways in which content and multimedia design knowledge can be progressively integrated in order to develop the pedagogic power of a product. It pays particular attention to reciprocal changes in the project's content and multimedia design participants' conceptions of each other's expert knowledge and abilities. It concludes by outlining some arguably generic strategies for formalising such realisations in an educational technology design protocol.