When Palmdale School District and Pivot Learning Partners entered into their first contract in 2006, neither organization foresaw the magnitude and complexity the relationship would take over time. Pivot Learning Partners (formerly known as Springboard Schools) is a non-profit service provider that first entered the Palmdale School District through the Los Angeles County Office of Education (LACOE). LACOE had been charged with intervening in a large number of districts in Los Angeles County that had been identified as "low performing." LACOE in turn invited Springboard Schools to work with Palmdale School District along with two other districts. When Springboard Schools entered, the superintendent at that time, Jack Gyves, was within a few months of his retirement. Pivot found the district to be one which had a long history of building schools and managing rapid enrollment growth, but no system-wide focus on improving student learning. Very soon after that, in July 2006, Roger D. Gallizzi was appointed as the interim Superintendent. He was later appointed the permanent superintendent. Over the next five years Pivot Learning Partners' involvement broadened and deepened--all by invitation of Superintendent Gallizzi and with approval by Palmdale's Board of Trustees. Yet, the role Pivot Learning Partners played was not just one of support. From the beginning, Pivot brought to the district an increased sense of accountability by filling the role of an outsider brought in to address "low performance." The partnership evolved over time, its growth was organic, responding to interests, needs, and opportunities both within and external to the district. Initially, the services Pivot provided were largely in the realm of professional development and coaching for principals and other administrators. By the third year, Pivot had the opportunity to begin to address organizational development issues that touched many aspects of the district's systems and organizational practices. Throughout, the partnership had a constancy of purpose--to improve student learning and close the achievement gaps. This case study will explore the complex relationship between these two organizations in some detail, as well as take an in-depth look at the journey on which this district has embarked, and its progress to date. (Contains 8 exhibits and 5 footnotes.)