In this article, the authors describe a change model that was developed and implemented over 3 years in 2 southern California school districts to promote inclusive practices. A study documented the change process and the impact of related district and site activities through interviews with general and special educators, administrators, and parents. Findings from the study indicate that all sites moved toward inclusive practices, with the participants reporting benefits for students with disabilities, the general education student population, and educational practices of general and special educators. Approaches in implementing inclusive practices differed, however, resulting in significant variability among schools in services provided to students with special needs. Implications in moving toward inclusive practices are discussed, including factors perceived as contributing to the change process, the configuration of services provided, and issues related to sustaining inclusive efforts. The data suggest the complexity of change and the diversity of programs that emerge from a common model of change. Balancing inclusion with specialized instruction for all students emerged as an important component of inclusive practices.