Successful reform in mathematics education requires the integration of research and theory drawn from different fields. From our perspective, changing schools requires working with both teachers and students, with content and children's thinking, and with tools and how they are used, all concurrently. In the past, researchers engaged in understanding reform often studied either teachers or learners, content or children's thinking, tools or their use. These researchers provide a rich source of knowldege about these issues; we draw upon their work to create a model, GAMES, for both teacher and student development that integrates these different areas and addresses them concurrently.