This multiple case study examined the experiences of two groups of elementary prospective teachers (N ?=?12) completing distinct mathematics content courses. The findings reveal perspectives on knowing, learning, and teaching mathematics as experienced in the context of these courses. One group characterized mathematics as a "record of knowledge," difficult to understand and lacking in relevance; learning occurred through rote memorization and via external expertise, with teaching typified as explaining. The other group portrayed mathematics as process-focused, internally constructed, and relevant; learning took place through a focus on children's thinking, with teaching characterized as guiding and questioning. The prospective teachers' mathematical beliefs and affect also emerged as key findings, coupled with the quantitative data revealing differences in specialized content knowledge for teaching mathematics. Two salient dimensions emerged as promoting learning in the courses: caring classroom practices and curricular relevance. These factors are situated in a two-dimensional model offering considerations for practice.