For all students to succeed in learning more mathematics, content and instruction must change. Access to all will be open when teachers are prepared to assist all students with learning rich, contextual mathematics in a standards-based classroom. In Minneapolis-Saint Paul, Minnesota, Project Open Access, funded primarily by the National Science Foundation (NSF), attempts to meet the needs of teachers who are ready for professional development that will support them in reaching this goal. The intent of the project is to increase the readiness of large numbers of teachers to implement one of the new curriculum projects for middle or high school mathematics that have been funded by the NSF.