Purposes In this paper we explore the Institute participants’ learning experiences as a source for disrupting relationships with the self as teacher and as learner. While some may view “disrupting relationships” as a negative move, in this paper we will present a model of such relational ruptures with subsequent repair as potentially growth fostering–a move that is steeped in learning about self and about other. In seeking to understand the teachers’ experiences, our work provides an intimate and descriptive picture of the negotiations they made during and after an extended professional development seminar vis-à-vis their learning and teaching practice. In doing so, we make visible the complicated processes involved as teachers question conventional practices and invite innovation into their classrooms. Theoretical framework Kegan’s constructive-developmental theory of human development (1982, 1994) is central to this analysis. This theory posits disconnection or rupture as an essential “evolutionary” step as individuals continue to move beyond their mental and emotional boundaries increasing growth and learning (Kegan, 1982, 1994). Also central to our understandings are the relational theories (Gilligan, 1982, 2002; Miller & Stiver, 1997), particularly those regarding the lifelong need for mutual regulation and repair which is established in infancy (Stern, 1985; Trevarthen, 1979; Tronick, 1989; Tronick & Weinberg, 1997). Modes of inquiry Feminist and action oriented qualitative modes of inquiry guide the research and analysis of data collected over three years. Using feminist grounded theory (Clarke, 2007), we built understandings collaboratively and recursively as we formulate this theory for teachers’ learning and practice. Data sources Data from two Institutes (2007 & 2009) including semi-structured interviews, reflective writing, evaluations, and written curriculum projects from 25 educators inform this study. Results From our analysis, a theory of adult learning in this PD seminar has emerged. We have observed a cycle of disruption in relationships (particularly the relationship to the teacher/learner self); evaluation and assimilating new ways of knowing; and finding confidence in new ways of knowing through supportive relationships. These findings demonstrate that learning, as well as “unlearning” conventional practices, is a complicated process. It requires a kind of cognitive and emotional destabilization that most of us try to avoid. Yet, the evidence in our studies suggests that it is this very state of destabilization that is a prerequisite for transformative learning. Our evidence also teaches us that the repair of the disconnections is a necessary step in this learning process. Finally, based on prior research (Raider-Roth, 2005; Raider-Roth & Holzer, 2009) we demonstrate that “trust,” “safety,” and “community” are necessary conditions supporting this cycle. Significance of the study This study amplifies what we know about “effective professional development” experiences by focusing on “how” teachers learn in this PD seminar. Our findings identify the essential disruptions in relationships that can serve as a catalyst for change. Indeed, it demonstrates that it is not only the specific approach to teacher professional development, but the contexts and the relationships during and after PD that are key to teachers’ learning and subsequent innovations in their practice.