Federal legislation, No Child Left Behind (NCLB, 2001), has brought the call for high quality and excellence into every aspect of education, including professional development. The links between teacher learning and student learning are well documented. teacher skill is one aspect influencing student growth; hence, professional development provides a path to the goal of NCLB - increased student achievement. However, it is a long way from policy decisions to implementation in local districts; hence, the professional development requirements of NCLB face challenges to implementation. One of the factors affecting NCLB policy implementation at all levels is the capacity of schools and districts to implement policies as they are intended (Cooper, Fusarelli, & Randall, 2004; Heck, 2004; Odden, 1991). Especially in rural districts, factors of isolation, poverty, and size may restrict the implementation of policy requirements (Jimerson, 2004; Reeves, 2003). This policy impact study used qualitative methods to look at the question, "How Do Factors of Arizona's Rural Districts Impact the Implementation of Models of Professional Development Required by NCLB?" Information was gathered through the use of document analysis, site-visits, and semi-structured interviews.