Over the previous decade, co-operative schools have emerged as a feature of, and resistance to, processes of marketisation in the English schools sector. The co-operative schools project, an education initiative of the UK co-operative movement, has been positioned as a 'values-based alternative' to the controversial academies programme. This paper examines the claim of the co-operative alternative and questions whether the co-operative schools project risks reproducing neoliberal values through a reliance on the ideal of the 'self-improving school'. The discussion focuses on the evolution of one inner-city co-operative school. Through a close examination of its sociohistorical context, and with attention to the experiences of those involved, this case study explores the realities of a co-operative school striving to operate within a competitive system.