This study was undertaken in order to better understand prospective elementary school teachers' motivations for working with fractions before and after taking a course designed to deepen their understanding of mathematics, as well as what instructional practices might be related to any changes detected in their motivations. Eighty-five education students were given a motivation questionnaire at the beginning and end of the semester, and observations were made of the 9 days when fractions were taught. Three levels of teacher data were collected to understand instructional practices. Students' ratings of the importance and usefulness of fractions ("value"), "self-concept of ability", and "anxiety" were near the center of the scale at pre-test, with only value in the desired direction. At posttest, "value" and "self-concept of ability" increased while "anxiety" decreased, but these changes differed somewhat by instructor. In particular, reform-oriented practices, such as engaging students in high-level discourse, seemed to be associated with lowered anxiety.