This article is a report on a teacher study group that focused on three elementary teachers' perceptions of mathematical modeling in contrast to typical mathematics instruction. Through the theoretical lens of figured worlds, I discuss how mathematics instruction was conceptualized across the classrooms in terms of artifacts, discourse, and identity. I then highlight, through four themes, how mathematical modeling challenged the ways in which both the teachers and students understood what it means to know and do mathematics. Findings suggest that the practice of mathematical modeling allowed for access, empowerment, and real world connections that were typically not present in classroom instruction. In addition, it challenged student positioning in the classroom in terms of who was framed as capable of doing mathematics. [For complete proceedings, see ED581294.]