This past summer, I had the privilege of mentoring 4 university students in a group project. Our mission: to build a distributed datastore over the 8 week summer semester. Starting with a simple CRUD web app, by the end of the summer, the students had built a complex, sophisticated distributed system, with leader election, resilience and health checks. We all - mentor and students - learned a lot of lessons along the way, and not just about distributed systems. This will be an engaging and broad presentation, touching both on the technical challenges of distributed systems, as well as the process of teaching and learning.