This article summarises the actions taken by a Catholic secondary school in England to improve the learning, motivation and well-being of its students. It describes the theories of mindset, as proposed by Dweck (2006); aspects of self-determination, as described by Kasser and Ryan (1993); and intrinsic versus extrinsic motivation, as detailed by Vansteenkiste et al. (2006). This paper also refers to the theory of visible learning by John Hattie (2012) and describes the actions taken by the school to embed the principles of mindset and the outcomes of this intervention. The implementation of mindset was a gradual process, in which the headteacher targeted two year groups in the school to launch the ideas. In parallel, he trialled the principles in the maths classes that he taught. His experience is described in the evaluation 2009-10 (see Addendum 1). Furthermore, the school carried out much work on the nature of praise and how this can improve students' motivation and encourage a "growth mindset". This led to the grade descriptors for interim school reports being changed to reflect this new emphasis. Students themselves revised these descriptors to make them more student-friendly and to provide them with clear statements about how to improve.