This paper analyses the experience of so-called "failing schools" in order to develop understandings that can inform improvement efforts. It reports on a study of the experiences of a small number of English primary schools placed in "special measures" as a result of being inspected. The study is unusual in that, in the past, researchers have found it difficult to gain access to such sensitive contexts. Existing literature argues that staff collaboration and social cohesion have to be necessary features of efforts to support change in schools that are seen to be failing. However, the detailed analysis of what happened in the schools within this particular study suggests that the experience of being characterised as "failing" can act as a barrier to the creation of more collaborative ways of working. This analysis led to an examination of the links between culture and leadership, and how such links can provide useful insights for school improvement in contexts that are defined as failing.