This article documents perceptions of superintendents and principals when working under the No Child Left Behind Act (NCLB) in 2004-06. It uses data collected through the Voices 3 Project to consider three factors associated with instructional leadership as applied under NCLB, defining the school's mission, managing the instructional program, and promoting a positive school learning climate. Findings include that the narrowness of the curriculum objectives, the top-down hierarchical nature of decision making in the system, and the pervasively negative and punitive environment impact on the work of instructional leaders. The article argues that new approaches and leadership models are needed.