SMART Utah is bringing 22 professionals with strong mathematical backgrounds and an interest in teaching into the profession in a manner that helps bridge the obstacles in making the transition: bringing the Fellows under supervised mentoring to the level of master teachers, while meeting the needs of districts to increase the number of quality math teachers. The collaborating entities are: the University of Utah Department of Mathematics and College of Education; the Utah State University departments of Mathematics and Teacher Education and Leadership; the Division of Teacher Quality and Licensure at the Utah State Office of Education; Math for America (MfA); the Park City Mathematics Institute (PCMI); and the Jordan, Granite, Salt Lake and San Juan school districts. The bases of the program are: in-depth understanding of mathematical content, connections between various mathematical areas, and connections between mathematics and other disciplines; pedagogical training that is content-driven, flexible and inclusive; permanent professional learning communities in the schools where teachers can continually extend their learning. On these bases, teachers can transmit important mathematical understandings to their students, transforming their classes into learning communities as well. Through participation in the Park City Mathematics Institute, the Fellows are exposed to current mathematical research and to research in mathematics education as an integral part of their professional development. Through lesson study they undertake building of instruction informed by their teaching practices, and the feedback they receive from both their peers and students. Through the established distance-learning program at USU, with satellite sites throughout the state, the project is impacting teachers and prospective teachers state-wide. The project interacts with a mathematics education center in San Juan county, serving the Navajo and Ute nations in Utah.