Abstract: This article describes the implementation of a state-funded grant, the challenges that emerged, and the lessons learned. This yearlong grant, Technology3, provided the resources for university faculty, teacher candidates, and cooperating teachers to integrate technology. Findings from the grant did not indicate significant changes in perceived abilities and attitude, but did indicate changes in increased uses of technology. Issues with implementing the grant involved faculty reluctance and lack of technology prowess, uneven technology skills and technical support at the Professional Development School, unprepared teacher candidates, an overworked Technology Learning Specialist, and problems with hardware and software. Four lessons learned were the importance of: effecting change with faculty, being specific about project requirements, assessing teacher candidate technology competencies, and crafting clear job descriptions.