For the past two and one-half years I have been a practitioner participant in the National Center on Scaling Up Effective School's (NCSU's) work with Fort Worth Independent School District. I have a unique vantage point, being one of the few members remaining who has been involved since the very beginning. In addition, my work with NCSU has straddled two campuses and two positions (teacher/administrator), which has afforded me several different lenses on the work of this project. My experience with this innovation design has led to three observations in the areas of (1) constraints, (2) leverage, and (3) processes. While these themes do not fit neatly under a single umbrella, they authentically reflect the variety of challenges and successes I have experienced. Firstly, I suggest that constraints are equally as important as thinking outside the box when the innovation design process is being undertaken by practitioners. Secondly, I think the most successful elements of innovation arise from areas of leverage within the system. We simply cannot add more stress to the system, without providing immediate relief somewhere else. Third, building a process for implementation and change is possibly more important than the actual change that will be implemented. This parallels the idea that we must build the capacity of teachers to design and lead before we expect them to be able to do so. [This paper was developed with assistance from Education Development Center, Inc.]