In 2003, Dr. Freddie Thomas Middle School in Rochester, New York, was in serious trouble. In 2000, it had been labeled a "school under registration review" by the state's education department and was under a directive to make significant progress or face serious consequences. Three years later, only 3% of 8th-grade students met state standards in mathematics and only 9% in English language arts. The school climate was no better. There was little sense of order, and 911 calls were an everyday occurrence. The authors present an account of how the school went from closure status to winning a school change award. They describe how the school was revitalized by leaders who focused on systems, culture, and instruction.