If the purpose of reflection is to improve teaching, it is essential to understand how video-aided reflection influences teacher change. Yet, there is limited research addressing how video analysis influences the change process. The purpose of this study was to gain an in depth understanding of how video influences the process of teacher change. Teachers in three different teaching environments engaged in semester-long video-reflection groups. Through a descriptive analysis of these meetings, participants' own video-analyses, and individual interviews, six over-arching themes emerged across the different environments that describe the change process. Teachers reported that video encouraged change because it helped them: (a) focus their analysis, (b) see their teaching from a new perspective, (c) trust the feedback they received, (d) feel accountable to change their practice, (e) remember to implement changes, and (f) see their progress. We discuss how these results may help researchers and educators understand how video can be used to encourage teacher improvement. (Contains 3 figures and 5 tables.)