Evidence linking teacher quality and the "performance" of education systems has led to a widespread emphasis on improving the quality of entrants to teaching. In the USA and UK particularly, policymakers have encouraged entrants who have been highly successful in other careers to switch to teaching, on the assumption that they bring distinctive attributes/competences that will not only enable them to become successful teachers, but to improve leadership and management cultures in schools. This study analyses the numbers of "elite" career-changers entering initial teacher education (ITE) in England, and compares their completion rates with those of first-career entrants. In addition, through semi-structured interviews, it examines the experiences of career transition of 24 "elite career-changers". Theoretically underpinned by notions of motivation, self-efficacy, and professional identity development, the findings suggest that career-changers are primarily influenced by altruistic and intrinsic motivations, and consider previously acquired attributes to be significant positive influences on their self-efficacy. While they report high levels of resilience in adapting to contrasting professional cultures and to the demands of teaching, they also report significant levels of frustration with a perceived lack of acknowledgement from colleagues and school leaders of the potential "added value" contribution they could make at a wider institutional level. These findings are discussed in the context of the presumed system-wide benefits of attracting elite career-changers into teaching, arguing that while previously acquired attributes are enabling them to become successful classroom practitioners, the schools may not be capitalising on potential contributions at a leadership and management level.