Cooperatively structured learning is most often thought of as an approach to teaching and learning, and as such has proven to be extremely effective. Yet as Mara Sapon-Shevin and I have pointed out elsewhere, by thinking of cooperative learning only as pedagogy, we are selling it short (Sapon-Shevin & Schniedewind, 1989/90). Implicit in cooperative learning are ideas and values that have the potential for transforming not only our classrooms, but our lives as well. In this chapter we suggest a model that integrates both process and content in cooperative education, discuss its implications for teachers, and provide concrete curricular ideas and classroom-based examples. The approach to staff development and the classroom case studies come from our collaborative work in the ShorehamWading River, New York Schools.