The purpose of this study was to understand factors that make teacher professional development successful and what success might mean in terms of teachers' instructional practices and feelings about change. Specifically, this study focused on the impact of instructional resources on the large-scale curricular reform of 30 urban physical education teachers. Data were collected through interviews and class observations. Data were analyzed using inductive analysis, member checks, a research team and triangulation. Analysis of these teachers' use of and perspectives toward the instructional resources provided in the professional development process suggested that they experienced significant instructional and emotional outcomes. First, the resources enabled them to improve their instruction by: teaching more content, maximizing student learning opportunities, teaching diverse learners, teaching to development, and increasing classroom safety. Second, they also reported strong positive and negative emotions from the new resources that influenced how they viewed change. On the one hand, the resources were inspirational in helping teachers to: meet students' needs, overcome unsupportive administrators, impress parents, and preserve salaries. On the other hand, resources also led to anxiety and concerns about utilization, storage, maintenance, and preserving relationships. Implications centre on better understanding professional development for teachers.