For over a decade, University of Florida researchers worked with middle schools in a large urban and suburban south Florida district, as they developed and then worked to sustain inclusive reform. One middle school, Socrates, was notably successful, having built its inclusion model on a foundation of previous reform and a school culture characterized by shared decision making, collaboration, and teaming. For 4 years, we studied Socrates and the sustainability of its program. Inclusion was not sustained; our analysis of teacher and administrator interviews revealed three primary factors that help explain why: leadership change, teacher turnover, and state and district assessment policy change. Reduced support for the program, a by-product of the primary factors, also contributed to the lack of sustainability. (Contains 2 tables and 1 figure.)