Meet Lilly, a retired nurse who shares her life experiences and wisdom with the next generation of nurses. Lilly has a sincere fondness for the student nurse and loves every opportunity to share stories, provide guidance and seek health advice. Lilly is a Mask-Ed™ simulation character. Through this presentation, participants will learn more about Mask-Ed™, a novel, high fidelity simulation strategy. Presenters will discuss Mask-Ed™ pedagogy, examples of how it brought simulation to remote learners during the COVID-19 pandemic, and the results of a qualitative study on nursing students’ experiences with Mask-Ed™.