The process of how innovations develop from ideas and as responses to needs within a middle-school setting is the focus of this study. The dynamics of influence and leadership behavior that contribute to two schoolwide innovations are examined. The study findings highlight the importance of strategic thinking and of the creation of integrating devices within the middle school structure. The focus on behavior and strategies that stimulated and guided ideas to implementation had several important results. Innovations that had clear student benefits and that were crafted by teachers developed momentum and attracted growing support. Further, the byproducts of innovation were often as substantial as the intended outputs. Included among the more significant byproducts of innovation in the two schools studied were increased psychological energy and a sense of individual and organizational learning. Teachers, in particular, report on their acquisition of new organizational (project management) and influence skills as unanticipated outcomes of innovation efforts. The cost of innovation in these schools is also noted as change produces tension and often polarizing factions. This must be anticipated and dealt with in order to bring about effective implementation. (15 references) (RR)