This report looks at how three secondary English teachers responded to the curriculum materials they encountered as new teachers. The authors were particularly interested in knowing how the materials helped the new teachers learn about teaching language arts. To this end, the authors explored the teachers' perception and use of two sets of curriculum materials?"Teaching the Multiparagraph Essay" and "Pacesetter English." The authors examined the materials to see what, if any, opportunities for teacher learning were embedded in them. They also considered how the teachers' prior knowledge, both of the subject matter and of approaches to teaching language arts, affected how they responded to and used the material. The authors found that the teachers in the study spent an enormous amount of time searching out curriculum materials for their classes and that the curriculum materials they encountered did, indeed, powerfully shape their ideas about teaching language arts as well as their ideas about classroom practice. The authors describe a trajectory for the teachers' use of the curriculum materials. New teachers begin by sticking close to the materials they have at hand. Then, over time, as they learn more about both students and curriculum, they adapt and adjust what they do, and their use of the materials opens up as they become more willing to play with and take liberties with the materials. The authors argue that new and aspiring teachers need opportunities to analyze and critique curriculum materials. This would begin during teacher education and continue in the company of their more experienced colleagues. Such curricular conversations are helpful to all but especially to new teachers who tend to latch on uncritically to whatever curriculum they are handed.