Libraries Online (LION) is a consortium of public libraries (plus one high school library and one college library) formed to share a common integrated library system and to provide easy access to all of the consortium's collections. LION is currently using the Innovative Interfaces (III) Sierra software to provide services to its members. The system supports a shared online public catalog (OPAC), a circulation subsystem, cataloging services, acquisitions functionality, and serials checkin. Beyond the central server and software, LION supports the libraries' staff workstations, OPAC PC's, network access, and various local library capabilities like wireless networking. LION also provides bibliographic database maintenance and cataloging services. The LION staff comprises the Executive Director, the Associate Director, three technical staff, a cataloger, and an office manager. LION provides a fully functional online public catalog which is branded to the library and can be further customized to the library's needs. The OPAC includes book jacket images and other data as provided by Syndetic Solutions. It also includes enhancement provided by LibraryThing for Libraries such as tags and patron reviews. The catalog contains the full collections of the member libraries which can be searched simultaneously or by library. From the catalog, a patron can request any title, and, subject to the policies, an available item will be retrieved and sent to the patron's library via Connecticar. The LION collection totals over 800,000 titles and 2.5 million items. The III integrated library system provides full acquisitions, cataloging, serials control, and circulation capabilities. The library acquisitions and serials control modules are optional for each library. The library can choose to provide minimal cataloging, and the LION cataloger will upgrade the record to full MARC. LION staff print and mail overdue notices and bills. The LION technical staff provides full telecommunications network, design, installation and ongoing support, including wireless networking. Our staff also provides comprehensive in-library PC support, including staff clients, web browsers, anti-virus and spy-ware protection. Technical support is available during all hours that the libraries are open (staff are on-call when LION offices are closed). Support is included in the membership fees. LION staff have the expertise to assist libraries in the installation of special systems like thin-clients or PC schedulers. LION has a PC upgrade policy for ILS specific computers with a four year cycle. Therefore each library receives a quarter of their PC allotment each year. Replaced computers can be redeployed elsewhere in the library. We provide library email accounts on our central server if desired and maintain a separate spam filter. LION will also host a member library's web site on the central server, and can assist with site design and coding. In July 2007, LION began offering downloadable audio books via Overdrive. This is a shared service now has a collection of over 2300 titles. In 2010 Overdrive also began providing member libraries with eBooks, which now number more than 4000 titles in adult and children's collections. In the fall of 2013 LION will begin offering eMagazine titles as well. For over thirty years, LION has been providing service to the libraries of Connecticut. It is governed by a Board of Directors, with one Director from each library. The One Library, One Vote model has been a mainstay of the LION culture since its founding. All important issues are voted on by the Board, which meets regularly to review trends and issues and decide how LION and its members will go forward. The LION staff is a strong and experienced group which addresses the problems inherent with a complex, networked system. But beyond that they are creative and offer innovative solutions to the many questions that they receive. LION is more than the sum of its parts, and provides a supportive forum in which important issues can be aired and advice obtained. It provides a peer-review and support mechanism that can assist members faced with difficult problems. And, finally, it is an idea generator, producing material useful for library development, staff development, and personal professional development.