Purpose: The No Child Left Behind Act laudably brings social justice and equity issues to the forefront; however, the act's threat- and sanction-driven methods are not only increasing stress levels but potentially causing a rigid response, especially in the growing population of schools labeled "program improvement" (PI). Specifically, threat--rigid responses tend to limit options and information flow, constrain decision making, and increase stress. The question then becomes, what can mitigate the organizational effects of perceived threat? This study hypothesizes the following: Trust and leadership dimensions that support empowerment and involvement will predict an educational organization's ability to minimize a threat--rigid response and flexibly negotiate new demands. Research Methods: This study utilized original instruments to measure threat--rigidity, trust, and leadership. Specifically, teachers and site administrators were surveyed in four districts representing eight schools in PI and six schools in non-PI, to test the hypothesis that the multifaceted construct of trust and leadership has a predictive relationship with threat--rigid response. Data were also collected from focus groups of teachers and from interviews with principals from two schools in PI. Findings: Findings of multiple linear regression models, focus groups, and interviews indicate that the presence of trust and leadership approaches that are participative and inclusive predicted lower levels of threat--rigid response by teachers and administrators in PI schools. Implications for Research and Practice: Results suggest that when predictive factors such as trust, empowerment, and involvement are present, teachers and administrators perceive a less rigid response in schools under sanction from PI. This finding suggests the expanding role of trust as a resource for schools and districts that are negotiating accountability demands. Policy makers may well consider initiatives that move beyond compliance to the building of organizational capacity. (Contains 11 tables and 1 figure.)