In this paper I explore the emotional impact of inspection on the staff of a school in the two years between Ofsted inspections. Using data from one school undergoing inspection, I argue that the negative emotional impact of inspection of teachers goes beyond the oft-reported issues of stress and overwork. Teachers experience a loss of power and control, and the sense of being permanently under a disciplinary regime can lead to fear, anger and disaffection. This perhaps calls into question the whole issue of seeking school improvement by way of a system which creates such a negative emotional impact. (Contains 6 notes.)