Despite the near daily call for curriculum reform, little is actually known about how teachers respond to and implement recommended curricula. The purpose of this study was to use a curriculum change theoretical framework to investigate how teachers learn to teach the Exemplary Physical Education Curriculum (EPEC) and their perceptions of the curriculum leading to their usage and non-usage. Participants in this study were 46 elementary physical education teachers from a large urban school district. There was a balance between male (n=24) and female (n=22) teachers of various ethnicities (African American – 26, Caucasian –18, Hispanic – 1, and Other – 1). Teachers had between one and 37 years of teaching experience (m=17.87) and attended the standard one-day EPEC curriculum workshop in the previous five years. This study used a multi-method design. First, data were collected through a previously validated content coverage index measuring curriculum implementation levels, and were analyzed using descriptive statistics. Second, data were collected through 105 teacher interviews, which focused on teachers’ perception and usage of the curriculum, and were analyzed using constant comparison. Trustworthiness strategies included using researcher journals, peer debriefers, and member checks. Overall, teachers were implementing EPEC during 44.59% of their teaching time. Of the EPEC lessons they reported teaching, participants taught the most content from the motor skill domain (m=44.71), followed by personal/social skills (m=16.50), physical fitness (m=10.40), and activity-related cognitive concepts (m=7.23). Teachers’ perceptions of the curriculum centered on the training program and the content of the curriculum. First, teachers desired follow-up support beyond the one-day workshop, assistance in interpreting thousands of pages of manuals, and demonstration lessons from all four content domains (not just the typical motor skill domain), as well as suggestions for adapting these lessons for their unique urban contexts. Second, the teachers identified several aspects of EPEC that challenged their ability to implement the curriculum. Major concerns included lack of school resources (e.g., space and equipment), the need for expanded and interdisciplinary content, more succinct lesson plans, and game applications in the upper grades. The discussion centers on the importance of understanding the fine-grained detail of how teachers actually implement curriculum, teachers’ recommendations for continued and long-term professional development beyond one-shot workshops, and the need for an expanded context-relevant curriculum. These findings could help guide future curriculum development and revision, and inform in-service efforts.Keyword(s): curriculum development, professional development, research