This case is developed for use in a policy-centered course on systemic improvement in underperforming districts and schools. The narrative details the complexity that arose in the context of one such reform initiative, a framework for analyzing that complexity, and a set of leadership decisions that follow. Course instructors can use the case to: motivate students' interest in district-driven systemic improvement, examine issues that often complicate such work, review emerging research on school turnaround efforts, and frame further inquiry into actual cases of district-driven systemic improvement. (Contains 2 notes.)