The Teacher-Centered Systemic Reform model (TCSR) recognizes teaching context, teacher characteristics, teacher thinking, and their interactions as influential factors in attempts to implement classroom reform. Using the TCSR model, teachers' personal practical theories, and conceptual change as a framework, the authors of this article studied three college science faculty members as they designed and implemented an integrated, inquiry-based science course. The documentation and analysis of context, instructors' knowledge and beliefs, and teaching episodes allowed the authors to identify and study the interaction of factors, including grant support, that shape reform attempts. The results suggest that grant-supported mitigation of structural barriers is a necessary but insufficient precursor to change and that personal practical theories are the most powerful influence on instructional practice. The findings highlight the critical role of pedagogical and contextual dissatisfaction in creating a context for fundamental change. (Contains 2 figures, 2 tables and 3 notes.)