Findings from a qualitative study of two Title I middle schools that were in their second year of implementing an externally developed Comprehensive School Reform (CSR) model are presented. Policy attributes theory was used as a framework for examining implementation. The theory argues fidelity of implementation of a CSR is strongest when it is specific, consistent, authoritative, powerful, and stable. All five policy attributes were operating and interacting with each other in different ways that influenced CSR implementation in both schools. CSR is a messy, difficult process that is not easily implemented in the manner designers intend and the pursuit of an ideal of fidelity is questioned.