This retrospective cross-case analysis compares two fourth-grade language arts teachers' beliefs and practices as they respond to an influx of high-stakes tests, including district-mandated benchmark testing systems. One teacher works in a suburban school, the other in an urban school. Results from the study show that the teachers' beliefs about literacy instruction are somewhat similar. Both teachers believed that creating a text-rich atmosphere engages students' interests, social interactions around texts aid comprehension, and "best practices" such as guided reading and literature discussions are useful methods. Both teachers harshly criticized the continuous barrage of tests in their district (between 10 and 17 district-mandated benchmark assessments per nine-month school year). However, their practices differed dramatically and created inequitable educational opportunities. Students in the suburban setting spent more time socially constructing knowledge about texts, themes, and topics while students in the urban school spent more time individually practicing the skills necessary to achieve understanding of a text's inherent meaning. Results from the study suggest that research on the influence of high-stakes assessments should go beyond surveys or interview statements of knowledge and should investigate teachers' practices in contexts where evidence of inequity may present itself. (Contains 1 table.)