This article reports on a study of the complex and messy process of classroom technology integration. The main purpose of the study was to empirically address the large question of "why don't teachers innovate when they are given computers?" rather than whether computers can improve student learning. Specifically, we were interested in understanding the conditions under which technology innovation can take place in classrooms. For a year, the researchers followed a group of K-12 teachers who attempted to carry out technology-rich projects in their classrooms. These teachers were selected from more than 100 recipients of a technology grant program for teachers.