In this action research report 4 teachers and 1 teacher educator use the Japanese lesson study model of professional development for 15 months in rural Carlinville, Illinois. In March 2001, 4 teachers identified a goal to improve their students’ understanding of two step word problems in 2nd grade elementary mathematics. Teachers completed three cycles of researching, planning, teaching, evaluating and reflecting. They were motivated, empowered, and found lesson study effective professional development in their rural setting. It focused on the classroom lesson; provided an effective lesson plan and hours of focused professional development; supported attempts to put into practice best professional knowledge of reform mathematics; and developed a professional community among them