This paper examines the multiple challenges that emerged during the development of professional community in a middle school that attempted to decentralize decision making. Kruse and Louis' (1993) framework of the dimensions of professional community is used to analyze qualitative data collected at Whitehead Magnet School (located in a large metropolitan school district on the West Coast) over a 4-year period. The framework consists of five structural preconditions and six human-resource dimensions. Five overall characteristics of a professional community include: reflective dialogue, deprivatization of practice, a focus on learning, collaboration, and shared values. The structural preconditions of a professional community were in place at Whitehead; however, teachers reported a lack of trust among the staff. Barriers to developing a professional community revolved around contextual, leadership, and structural factors: a lack of widespread, long-lasting district support; lack of open communication of the school vision; and a teacher-leadership structure that did not empower all teachers. Although Whitehead had some success in piloting a nontraditional learning experience for its students, it has yet to develop a professional community. Successful development of a professional community requires a team of teacher leaders with a more participatory philosophy and experience. (LMI)