This research project focuses on teacher education in a field-based methods course. We were interested in understanding what "could be" when we worked with pre-service teachers in a high school physical education class to assist them in the process of learning to listen and respond to their students in ways that might better facilitate young people's interest, motivation and learning. To develop a theoretical understanding of what happened in this field-based methods course designed to promote listening and responding to students as a way to guide curriculum, we utilised grounded theory. In this paper, we describe a model, student-centred inquiry as curriculum, which includes a cyclical process of "building the foundation," "planning," "responding to students," listening to respond" and "analysing the responses." Student centred-inquiry "as" curriculum is a blending of action in the historical, localised and particular lived realities of students and teachers illuminated through inquiry with the simultaneous engagement of autobiographies, the negotiation of student voice and the social construction of content. We discuss this model as a possibility for transforming the status quo of teacher education and K-12 schools. (Contains 1 figure.)