Professional development has moved from the periphery of teachers’ professional lives to center stage, more recently seen as the key to educational reform. Considerable time and money have been invested in professional development with little effect on teachers’ practices in ways that improve student learning. Some argue that the focus of professional development has been overly concerned with technique and power, ignoring the fundamental tools of teaching work—knowledge and intellect. This research describes a professional development program for 16 experienced elementary school educators that focused on teacher learning. Data were collected over 18 months and qualitatively analyzed for setting features and learning processes indicative of an intellectual focus.