This paper explores the relationship between inspection and improvement, especially on the leadership of teaching, learning and assessment, in three contrasting further education colleges in England. In two of the three colleges, the criteria within the Office for Standards in Education (Ofsted) Children's Services and Skills' Common Inspection Framework influenced improvement to only a partial degree. In the third ("requires improvement"), the Principal felt the imperatives of re-inspection timescale very strongly and this constrained his ability to respond to what the college needed in a landscape with multiple challenges--not just that of inspection. Ofsted inspectors and inspection teams operated collaboratively within all three colleges. In the "requires improvement" setting, a particularly strong sense of co-ownership of improvement emerges. The inspectorate's new role in supporting improvement and sharing best practice is seen as less convincing and the findings raise concerns about the blending of inspection and improvement activities within the single organisation. The influence of leadership of teaching, learning and assessment went well beyond aspects evaluated through inspection. Only when an organisation is not categorised as "requires improvement" by the inspectorate was it seen as safe to take risks to put strategies in place that fully address such impacts.