In the context of the tension between classroom observation as a form of empowerment and as an instrument of control, the partnership between three 16-19 colleges and a university School of Education in delivering a programme of sustained observation over eight years is explicated. Drawing on the literature about continuing professional development (CPD) and the use of classroom observation as a developmental and inspection tool, the principles and processes that underpin the programme are explained. Content analysis of 924 reports of classroom observations is undertaken to establish two areas where changes in practice can be relatively easily achieved and two areas that are more resistant.