Increasingly, educational leaders are recognizing that the distribution of students within districts and schools has important implications for educational quality and equity. This case is about the factors underlying the changing student demographics at Bayview School, a 6 to 12 Expeditionary Learning school in an urban district. The case implicates teachers, district officials, and parents in how policies and system changes can produce incentives that reproduce inequitable access to educational choices. The case presents events over time and asks the reader to interrogate the role of social capital, power, and organizational influence in the demographic makeup of schools in the context of school choice.