Scotland's Curriculum for Excellence typifies many international trends in curricular policy, through its emphasis on generic skills and competencies, its focus on pedagogy and its apparent extension of autonomy to teachers as agents of change. Such curricula pose considerable challenges to school systems, where prevailing practices are often at odds with policy aspirations. This article draws upon empirical research conducted in a Scottish local authority to explore how teachers make sense of the new curriculum. It differentiates between first order engagement--most teachers welcome Curriculum for Excellence in principle--and second order engagement, which relates to the extent to which the new curriculum is congruent with teachers' deeper conceptions about knowledge, learning and assessment.