This study was part of a larger project aimed at developing and field-testing adventure physical education curriculum. The purpose of this phase was to use a cognitive learning theoretical framework to identify factors that facilitate or inhibit learning to teach adventure curriculum. The previously developed curriculum organizes adventure content around social themes such as empathy, cooperation, trust, and communication inherently embedded in the content. Lessons in this curriculum have three parts; an introduction of the social theme of the lesson, an adventure activity that highlights the theme, and an ending debriefing where teachers help students connect the lesson theme with their activity experiences and experiences in other areas of life. We trained seven experienced (average 8 years) elementary physical education teachers in the curriculum, had each develop a six-lesson unit for third and fourth grade students, and used participant observation methodology to study their curricular implementation. We collected data through 24 field observations of lessons and 38 teacher interviews before, during, and after the unit. We analyzed data and developed interpretations using constant comparison, and conducted negative case analyses and member checks to facilitate trustworthiness. We found that three factors inhibited the teachers’ curricular learning and implementation- difficulties differentiating between social themes, troubles moving beyond surface level discussions, and problems getting comfortable with the new curriculum. First, we found that all seven teachers experienced difficulties differentiating social themes from one another and teaching one as distinct from others. Instead they tended to use themes interchangeably and not teach the content of particular social ideas. Second, each teacher also had difficulty conceptualizing and teaching social themes in depth and detail; instead, they often discussed only vague and surface level aspects of themes during lessons, while overlooking many critical and significant concepts. Third, although eventually growing increasingly comfortable, each teacher initially reported discomfort teaching the curriculum for a variety of reasons including, the fact that teaching social themes through movement differed dramatically from their usual curriculum, that certain themes caused more anxiety than others (e.g., gender relations), fearfulness of the free flow of discussions about social themes during debriefings, and hesitancy about eliminating competition from their instruction. Like other research, this study shows that learning new curriculum models can be problematic, but that the process could potentially be positively facilitated when troublesome aspects of curricular knowledge acquisition can be identified and accounted for in teacher learning and development programs.