We discuss the context, conception, implementation, and research used to refine and evaluate a systemic model for fostering technology integration in teacher education. The Learning Generation model identifies conditions where innovations for using technology emerge in small group dialogues. The model uses a multifaceted implementation with programmatic reform, enhanced infrastructure, technology enriched field placement, ongoing technical support, robust web communications, and Innovation Cohorts. Ideal cohorts include teacher education and liberal arts faculty, preservice student(s), practicing teachers and K-12 students. Cohort development evolves through seven stages: (1) genesis, (2) consultation, (3) planning, (4) initiation, (5) action, (6) assessment, and (7) celebration. Cohort topics include: Technology Integration, Legislative Tracking, Making Hope Happen, Technology in Science Teaching, Foreign Language, and Choral Music. Phase one of the research involved a survey and interviews on uses of technology. Survey results with student and faculty found significant differences between six subscales: word processing (M=3.84), basic computer skills (M=3.61), online activities (M=3.49), software use (M=2.99), presentations (M=2.84), spreadsheets/database (M=2.77); F (5, 244) = 173.11, p [is less than] .001. The lower scores on presentation and spreadsheets/database software are worth noting because these uses are often the most successful in supporting inquiry and constructive learning activities. Survey results also found that the confidence of women was lower than men in basic computer skills (p=.004) and use of presentation software (p=.002). In the interviews, several faculty members (36%) specifically mention the importance of modeling the use of technology in their instruction. Further research is needed to investigate the relationship between faculty modeling of technology use on teacher education students across gender. An audit of the cohorts' products and faculty interviews indicate that the Learning Generation goals were achieved. Faculty report that their technology skills improved and they embraced the collaborative grass-roots nature of cohorts. Learning Generation is a flexible model that can be adapted to the unique needs, culture and capacities of diverse teacher education institutions.