At Mozart Elementary School, a predominantly Latino pre-kindergarten through grade 8 Professional Development School in Chicago that is linked with Northeastern Illinois University, the upper grades have been transformed in a way that has proven beneficial to the students and the university's teacher candidates. Frustrated with their inability to pool their professional skills and problems, the teachers began a process of innovation that created a middle school within the school, with curriculum changes that include thematic unit projects, interdisciplinary approaches, performance-based assessment with redesigned report cards, and service to the community as part of the curriculum. Five circumstances that made this transformation possible are: (1) teacher dissatisfaction with the status quo; (2) well-informed and up-to-date internal leadership; (3) bureaucratic support for change; (4) funding from the State Board of Education; and (5) university partnership. (SLD)