This study documents one teacher candidate's conceptions about the inclusion of children with special needs in the general education classroom and how these conceptions changed over time.The study illustrates which experiences contributed to an individual's evolving understandings and changing attitudes towards inclusion. Throughout a 15-week literacy methods course, the researcher collected data in the form of observations, interviews, course reflections, and other written assignments. Using grounded theory and constant comparative methods for analyzing data, the researcher discovered how a teacher candidate struggled to understand the purposes and goals of inclusion and was resistant to the idea of teaching students with disabilities. Class readings and course discussions appeared to heighten feelings of frustration and concern; however, making connections between course activities and actual classroom teaching practices and reconsidering the role of the teacher in inclusive classrooms assisted the teacher candidate in forming a commitment to teaching students with disabilities. Findings raise questions and offer possibilities for how to prepare teacher candidates for inclusive classrooms.