In this paper, I offer one scenario for the future of large-scale educational assessment. I argue that, although large-scale assessment has altered relatively little in recent years, this situation is about to change. The same competitive forces driving U.S. industry will compel test makers to (a) satisfy new market needs through continuous innovation, (b) improve productivity, (c) enhance customer-service, and (d) address population diversity. In response, large-scale assessment will reinvent itself to serve both summative and formative purposes, become curriculum-embedded and performance-based, occur at a distance, and incorporate constructs newly valued by society. This reinvention will be enabled chiefly by new technology and by advances in cognitive and measurement science.