Even in schools where there is a strong push to adopt and use technologies, the road to content fulfillment is a long one. The technology learning curve tends to eclipse content learning temporarily--both students and teachers seem to orient to technology until they become comfortable. This dilemma has important implications for teachers' willingness to adopt technology. Content learning does emerge and is very rich once the technology recedes as the focus of activities in the classroom. However, content integration takes time, software glitches and poor student work habits can cause huge delays, and the "flash over substance" phenomenon regularly occurs as students and teachers alike are excited by the presentation capabilities of the new media. Throughout the technology adoption process, teachers tend to worry about content, feel accountable for it, and notice when it is missing. Teachers response to this key dilemma in the technology adoption process in at least three ways: diminishing or stopping technology use temporarily to make sure students accomplish content; sticking to one technology or using only the technology capabilities with which they are comfortable, and plunging head first with students, hoping to learn with them about technology. With the right support and access, all of these problems tend to recede as teachers and students gain experience with technology. To further characterize this critical tension between technology learning and content learning, this paper offers cases from two projects by the Institute for Research on Learning (Menlo Park, California). In both cases, teachers handled the technology/content dilemma and moved content learning to the foreground of activities with computer technology. (AEF)