The professional development (PD) of Mathematical ACTS Targeted MSP focused on mathematics and concentrated on the needs of teachers in grade levels 4 through 8 within a single southern California district. The PD was designed to follow the principles of How People Learn (1999) and its delivery evolved over the four years of grant implementation in response to contextual factors in the district and state, incorporating many of the best practices recommended in the literature (Weiss, 2006). The specific math activities, materials and strategic approaches modeled for use in the classroom were designed around the five components of math competence outlined in Adding It Up (2001). These activities and strategies did not constitute a separate curriculum, but instead were intended to supplement and provide depth of concept and more explicit student motivation to the in-place textbook-driven mathematics curricula. The foci of the activities were selected based on analysis of student data from district criterion referenced tests, and the activities were indexed to the California Mathematics Standards and the district adopted mathematics text.