Governments hold principals accountable for leading and managing significant change for school improvement, primarily demonstrated through enhanced student test results. Research evidence suggests, however, that schools are slow to change, that many individuals are resistant to major change and that school reforms are often cursory or short lived. The stakes for principals to produce measurable improvements are rising, as are disincentives for failure. This article discusses the experiences of Australian principals overseeing major change in the context of rapid structural and policy reform. It focuses specifically on the micro-politics of resistance, through an exploration of principals' experiences and perceptions about leading major change. The article closes with suggestions for future research and leadership practice. (Contains 3 notes.)