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This report highlights the redesign of an upper-division course, Inquiry-Oriented Dynamical Systems and Modeling, to support future secondary teachers in developing productive dispositions and finding relevance in advanced mathematics courses for their future teaching. Through an inquiry-based learning experience, students evidenced the development of a critical stance and transformed their perspectives on learning and teaching mathematics. They identified that powerful learning emerges in a collaborative environment that centers students’ intellectual responsibility, embraces productive struggle, and grounds mathematics in meaningful contexts. Students also described the course as an intellectually engaging and empowering experience, expanding their views on what mathematics teaching can be as well as supporting their growth as both learners and future teachers.