This article offers information about a district's school improvement efforts to reculture as a professional learning community, which we believe exemplifies the school and district levels of Fullan's (2004b, 2005) tri-level model. We use Fullan's eight elements of sustainability to organize the data gathered in interviews with school and district personnel over a 3-year period. Additionally, data from an interview with the state commissioner of education (also, the former superintendent of the district) hint at emerging state-level changes based on changes initiated within the district studied.