Recently, professional development has turned from traditional workshops led by external experts to activities that put teachers at the heart of the development and change process in learning communities. The notions are that teacher drive successful change initiatives, teacher ownership is essential, and local context is paramount to curriculum interpretation and implementation. At this point, however, few studies have documented the outcomes of peer learning communities pursuing curricular change in physical education. To address this lack, the purpose of this study was to examine the outcomes of a peer learning community attempting to reform elementary physical education in a large urban school district. Fifteen experienced (mean 21 years) elementary physical education teachers agreed to participate in the study and continue learning and implementing the Exemplary Physical Education Curriculum (EPEC), which had recently been integrated into the formal district curricula. The teachers were familiar with the curriculum and had all attended an EPEC workshop once in the previous six years. In this project, the teachers met formally on three occasions. At the first, the EPEC developers gave a refresher overview of the curriculum and stimulated discussions among the teachers for an entire Saturday. The remaining two meetings, the teachers met on Saturdays to talk about the curriculum, peer teach lessons to one another, and discuss their implementation strategies and experiences. Beyond the formal meetings, the teachers also communicated informally (in person, over the phone or email), although the quantity and length of those occasions were not documented. To analyze the outcomes of this learning community, interpretive participation observation methodology was used and each teacher was interviewed five times (~45-60 minutes) across the school year. In addition, all formal meetings were observed and field notes were taken, and informal conversations with the teachers were also audio-recorded. Data were analyzed using inductive analysis and accuracy in the interpretations was sought through member checks, peer debriefers, and researcher journals. Findings from data analysis revealed instructional, interpersonal, and political outcomes from the learning communities. First, instructional outcomes included assisting one another in interpreting the curriculum for their urban, multi-cultural schools, disabled students (full inclusion), and pre-K programs. Second, the learning communities also had interpersonal benefits such as invigorating and motivating one another and creating a feeling of ownership of the change process. Last, the communities had political dimensions where teachers discussed their interpretations of district curriculum mandates and strategies for extending change beyond their group. Keyword(s): professional development, research