This videotape and viewing guide present an emerging learner-centered paradigm of teaching and learning and answer questions of why and how a staff changes its practices. The viewing guide describes the elementary school in the videotape, noting the full inclusion of 50 students identified as disabled, the team approach in which teachers are renamed "facilitators," and the emphasis on meeting the individual needs of each student. The guide summarizes components of the program, curriculum domains and characteristics (derived from the Essential Behaviors for Learning model), changing responsibilities and roles, levels of excellence and quality indicators, and technology integration and support. An observation guide outlines eight aspects of the transformation process to a learner-centered school, including identifying the need for change, contextual factors, professional and/or community relationships important in supporting change, decisions which support generalization of innovations, the role of internal school governance, key elements of the model, barriers encountered, and principles for model replication. (DB)