Since the mid-1990s, the State of Delaware has embarked on a program for systemic change which is not unlike the programs followed by other states (Adelman 1998). Professional development has been a key component of this program at all levels. Instead of asking how NASA-generated educational materials can incorporate professional development, this paper turns the question around and asks how a statewide, systemic professional development has used NASA-generated materials. I'll describe such a project. I will draw on this experience to suggest some ways in which curriculum developers like NASA can increase the chances that their materials will see widespread use in statewide systemic reform. In summary, materials which will be useful in K-12 education are those materials which take into account the curriculum frameworks or standards which have been developed in a variety of states. Furthermore, large-scale systemic change takes time. The days of the Lone Ranger approach, where a single individual enters the scene, spends a short time trying to ¯x things, and then leaves, are gone.