As minority populations continue to grow, suburban school systems will bear a larger responsibility for educating students of color. Rapid demographic change may mean that students of color could walk into suburban schools ill prepared to address their academic and social needs. The focus of this study was to examine how and why several suburban high schools responded to demographic change in the ways they did. This multisite case study considered the policy and procedural changes that took place as growing numbers of African American students entered these schools. Interviews, documents, and archival data provided information on the programs, policies, and practices that schools modified and/or adopted in response to their growing African American population. This study suggests that racial meanings and interpretations affected issues of faculty efficacy and agency, school identity, and power and politics, which ultimately shaped school actions, beliefs, and decisions in response to demographic change. (Contains 1 table and 1 note.)