At first glance, Hunterdon County Polytech Career Academy (HCP) in Flemington, New Jersey, looks like a dream school. This shared-time career academy is an autonomous school district located in Hunterdon County--a county with one of the highest per-capita incomes in the United States--and is 60 miles from both New York City and Philadelphia. HCP offers career/technical (CT) instruction on a shared-time basis to students from five high schools in four school districts. Three of these districts have been recognized as Blue Ribbon Districts, and all five high schools have an almost perfect passing rate on the state's High School Proficiency Assessment (HSPA). Over 95 percent of the students graduating from the sending high schools plan to attend a postsecondary institution. HCP, like all shared-time centers, has to provide compelling reasons for students to leave their home schools each day to participate in one of its programs. Providing convincing reasons to attend HCP became more difficult as schools increased academic credit requirements for graduation and the state required students to pass the HSPA to graduate. Juniors who fail to pass the assessment generally are enrolled in extra remedial classes during the senior year and thus would be unable to also attend HCP programs. HCP leaders and teachers realized that with the new graduation requirements and the need to increase students' academic achievement in their junior year, maintaining the status quo at HCP would have resulted in an enrolment decline and possible school closure. It was time to make drastic changes to transform a traditional vocational school into a vibrant, 21st-century CT center. Every CT program needed to challenge students, develop their problem-solving skills and boost their academic achievement. Enhanced program offerings would appeal to students and parents and provide students with the skills to succeed in postsecondary endeavors. Having previously been a "High Schools That Work" ("HSTW") site in 2005 and 2006, HCP again turned to Southern Regional Education Board (SREB) in 2007 and selected the new "Technology Centers That Work" ("TCTW") model to guide its transformation. Center leaders and teachers immediately began efforts to implement the "TCTW" Key Conditions and Key Practices. This case study documents how HCP uses the "TCTW" improvement design to raise student achievement and improve classroom practices. (Contains 3 tables and 1 footnote.)