This article presents a reflexive look at a year-long mentoring experience between a university researcher and two third-grade teachers in a lower socioeconomic school. The challenges and rewards of mentoring the teachers in areas of their choice--writing workshop, constructivism, interactive learning methods, and management of cooperative learning experiences--are presented. Success in this setting required that the mentor establish mutually respectful relationships, understand the teachers' frustrations, and have the courage to challenge limiting attitudes toward lower socioeconomic children and families. One of the teachers gradually transformed the classroom pedagogy, which resulted in differentiated instruction to meet student needs, made stronger connections to the students and their families, and displayed a greater enjoyment of teaching. In contrast, the second teacher exhibited progressively narrowing efforts that resulted in favoritism of a few children and lack of monitoring of academic and social progress of the majority. The participants maintained a friendly, respectful relationship and both teachers acknowledged their progress in gaining more confidence in the teaching.