This case study examines the experiences of two fifth grade teachers as they dealt with district mandates while trying to address their high-poverty urban children's learning needs. It reveals their personal struggles that led to both compliance and resistance. In this case, the act of finding the space to engage in the intellectual and creative act of redeveloping the curriculum was an act of political resistance and ultimately an act of caring. By examining the experiences of these two teachers we see again how the era of increased accountability and standardization has led to a narrowing of the curriculum and the marginalization of teachers. This increase in accountability disproportionately impacts teachers and students in urban schools.