At NNLO it is particularly important to have a Variable-Flavour Number Scheme (VFNS) to deal with heavy quarks because there are major problems with both the zero mass variable-flavour number scheme and the fixed-flavour number scheme. I illustrate these problems and present a general formulation of a Variable-Flavour Number Scheme (VFNS) for heavy quarks that is explicitly implemented up to NNLO in the strong coupling constant S, and may be used in NNLO global fits for parton distributions. The procedure combines elements of the ACOT( ) scheme and the Thorne-Roberts scheme. Despite the fact that at NNLO the parton distributions are discontinuous as one changes the number of active quark flavours, all physical quantities are continuous at flavour transitions and the comparison with data is successful.