Mentoring programs are popular in school districts as a way of helping new teachers through difficulties such as learning the official district curriculum. Mentoring literature focuses heavily on the outcomes of mentoring for the newer teachers, but less on three key areas: the concerns that mentors and new teachers bring to mentoring, the obstacles that new teachers face during mentorship in learning new curriculum, and beneficial outcomes of mentoring for the mentors. Therefore, the purpose of this study was to examine how a teacher mentorship program influenced beginning teachers (mentees) in learning to teach their new district curriculum. The study took place in a large metropolitan school district in the Midwestern U.S. Thirty (24 males and 22 females) elementary physical education teachers provided informed consent. Fifteen were experienced teachers (M=18 years), also competent in the district curriculum Exemplary Physical Education Curriculum (EPEC), who volunteered to mentor newer teachers. The other 15 teachers were unfamiliar with EPEC, whether they were new to teaching or new to the school district. Across one school year, the teachers attended five workshops on mentoring and EPEC. In addition, each mentor was paired with one new teacher and participated in school visitations, video lesson exchanges, and chat room correspondence. Data were collected through individual, semi-structured interviews (4 with mentors and 3 with mentees). They followed an interview guide, were audio recorded, and later transcribed. Data were analyzed using analytic induction and trustworthiness was sought through peer debriefers, member checks, and a researcher journal. Analysis revealed three main themes: initial concerns of both groups, mentee obstacles during the project, and beneficial outcomes for the mentors. First, the mentors were initially concerned with the logistics of mentoring (e.g., time required) and whether they had the skills to be adequate mentors. The mentees were primarily concerned with how they would be treated by their mentors and their mentor's qualifications. Second, obstacles to the mentees' learning cited by both groups of teachers included: dealing with the volume of the curriculum, the wordiness of pre-scripted lessons, getting students interested in learning skills, the lack of PE equipment, the absence of games in the curriculum, and the narrowness of the curricular content. Third, outcomes of the mentorship process for the mentors included: improving their own teaching and emotional satisfaction with helping the next generation. The discussion centers on the implications for mentoring projects and suggestions for future mentoring research. Keyword(s): curriculum development, professional development, research