This study examined how an inquiry learning project model affected the development of teachers' TPACK (technological pedagogical content knowledge) as they integrated technology into their English language arts teaching. Twenty in-service teachers participated in a graduate course where they completed an inquiry learning project using educational technology. Surveys and reflections found that the project significantly increased teachers' beliefs in the value of technology for instruction and their technology skills. Teachers' analogies showed they progressed from feeling afraid to integrate technology to feeling more confident after seeing student engagement and learning with technology. Key themes from reflections were developing new attitudes toward technology integration and negotiating knowledge through collaboration. The study implies that cultivating teachers' TPACK through innovative models can help teachers lead educational change