This multiple-case study explored the experiences of two groups of elementary prospective teachers (n=12) completing distinct mathematics content courses. Individual interviews revealed perspectives on knowing, learning, and teaching mathematics as experienced by the two groups; the quantitative findings indicated differences in mathematical beliefs. One group characterized mathematics as a record of knowledge, difficult to understand and lacking in relevance; learning occurred through rote memorization and via external expertise, with teaching typified as explaining. The other group portrayed mathematics as process-focused, internally constructed, and relevant; learning took place through a focus on children's thinking, with teaching characterized as guiding and questioning. [For the complete proceedings, see ED585874.]