Over 2 years a small group of middle school mathematics teachers' beliefs, attitudes, and practices were investigated in order to transform their practice to an inquiry-based, technology-rich model. Research has suggested that technology and pedagogical innovations should be introduced together, so that teachers learn mathematics in the way their students will. This claim is examined within the study. Results indicate that all of the teachers expressed interest and had positive attitudes about incorporating the calculators as they moved to an inquiry-driven model, and these attitudes continued to improve over the course of the project. However, teachers were divided about when to introduce the calculators. Some were adamant that they would have been too overwhelmed had the technology been introduced during the first year when they were trying to deepen their own content knowledge and implement inquiry. One teacher, for whom all aspects were integrated from the outset, believed the technology provided the motivation to transform her practice. Results suggest that teachers' backgrounds, their depth of knowledge, and their familiarity and comfort with integrating technology into their instruction should inform professional development design.