Fraction division is generally introduced in sixth or seventh grade with this rule: "Invert and multiply." The authors examined current commercial curricula and found that few textbooks use context as a way to build meaning for the division of fractions. When context is used, the connection between the invert-and-multiply rule and the context is superficial at best. Textbooks often use illustrations as a form of representation to build meaning. However, the transition from these pictures to the symbolic rule occurs quickly. In so doing, students may be getting an inadequate understanding of fraction division. This article describes how a class of sixth graders used concrete and pictorial models to build meaning for arithmetic operations with fractions. (Contains 9 figures.)