There is little conclusive evidence linking academies reform in England with school improvement. While this reform has been effective in improving educational outcomes in some contexts, it has been resoundingly unsuccessful in others. Nevertheless, political faith in autonomous schooling as key to a world-class education remains strong. This paper considers how matters of context impact on approaches to and enactments of this policy. Drawing on case study data from two groups of primary schools from (1) a local authority and (2) an academy chain, the paper examines the particular situated, professional, material and external factors that impact on these schools' capacities to cope with and respond to academies reform. In light of the continued tendency within policy for schools to be dematerialised, the paper argues the ongoing significance of greater attention to matters of context in understanding how schools are navigating the complex terrain of this reform.