For the past decade, the federal government has supported comprehensive school reform as a way to improve under-performing schools (US Department of Education 1998). Thousands of schools across the country are now implementing scores of different whole school reform models with the hopes of improving school culture and raising student performance. Numerous studies have examined the effectiveness of CSRD schools (Sterbinsky and Ross, 2002; Sterbinsky, Ross, and Redfield, 2001; Berends, Bodilly, & Kirby, 2002a; Berends, Bodilly, & Kirby, 2002b). Their most significant finding is that schools which are able to implement the design fully are more likely to show gains in student improvement; however, levels of implementation vary greatly across schools, districts, and designs (Berends 2000; Berends et al, 2002a). The ability of designs to adapt to local contexts has met with mixed levels of success (Bodilly, 2001), as has their ability to have an impact on the "core of educational practice" (Elmore, 1996). In a recent article in Phi Delta Kappan, Mike Schmoker argues that "comprehensive school reform" must take a more flexible, less prescriptive approach that cultivates professional learning communities focused on improving instruction. Much of the research on CSRD schools has been focused on quantitative outcomes. Additional research needs to examine ways that schools and model developers adapt their designs based on local context to examine closely teaching and learning. This study uses qualitative methods to examine four Turning Points Middle Schools to understand how these schools have achieved success in adapting the Turning Points design. Appendices include: (1) Turning Points Principles and Practices; and (2) Profile of Current Regional Centers. (Contains 11 footnotes.)