This paper focuses on Steve, a high school science teacher, and his philosophy, including his beliefs and practices, over a 1.5-year period in an attempt to understand his change process--how his beliefs changed as a result of his dissatisfaction with his teaching practices. The paper shares this teacher's struggle with change and his transition from teacher as knowledge giver to teacher as facilitator of student learning. The paper also illustrates the factors which affected Steve's change process, presents a theoretical model of teacher change constructed from his perspective, and suggests necessary components which facilitate teacher change. Finally, the paper shares the importance of the empowerment Steve has gained and how it has influenced his science instruction. (TAH)