This study examines the process of change among grade 4 teachers (students aged 9-10 years) who participated in a yearlong Teacher Quality Grant innovation program. The concerns-based adoption model (CBAM), which informed the design and implementation of the program, was used to examine the process of change. Two questions guided the investigation: (1) How did teachers' concerns about and levels of use of the innovation evolve during the course of the project? (2) What changes in teachers' perceptions and practices arose as a result of the innovation? Results showed that several of the teachers' concerns evolved from self/task toward impact. With continued support, several participants achieved routine levels of use, which they sustained beyond the project.