In the Emporium Model (EM), students work toward mastery thresholds using commercial instructional software in a computer lab staffed with instructors. This qualitative case study uses classroom observations and interviews to describe instruction and student behavior in EM classrooms for developmental mathematics at one college in the Virginia Community College System. Findings indicate that the effort to reach mastery thresholds may prompt approaches among faculty and students to either overcome limitations of instructional software or misuse aspects of its design. Mastery thresholds can become subject to interpretation, as faculty may give partial credit on certain errors in their efforts to get struggling students towards benchmark scores. Additionally, this study documents how some students may develop clever strategies to exploit features of instructional software programs. This study concludes with recommendations for practitioners teaching or considering EM for developmental mathematics instruction regarding the role of the instructor and the need to anticipate misuse.