The aforementioned scholarship of history learning and cognition encourages teachers to teach from the perspectives of the discipline and to stress historical thinking and habits of mind as opposed to factual retention. This requires an important (and ignored) shift in the ways that pre-service teachers learn history – a shift from a focus on ‘what we know’ to ‘how we know’ in subject matter preparation. Yet pre-service conceptualizations of history are indeed extensively factual and that this understanding is reinforced by emphasis upon mastery of the ‘content’ in the testing process of state certification. Hence, this desired shift is in direct confrontation with the focus of state means for evaluating subject matter competence. This paper will present the means by which CSULB and its History Department have designed subject matter programs for pre-service primary and secondary teachers that are aligned with the scholarship of history learning and share the challenges posed by state certification to the creation of such curriculum.