This paper presents the findings of a qualitative action-research study that explored how one group of district-level school superintendents conceptualized their role as they built their own learning community. Data analysis yielded four elements that supported the participants' efforts: (a) using a process as an entry point, (b) aligning various problems of practice, (c) providing supportive conditions, and (d) having a deep understanding of learning-community principles. From this experience, participants saw a need to shift the role of superintendent from a director of professional learning to a lead learner participating directly with teachers and principals.