Beginning in spring 2002, a Partnership established between The University of the South1, The Hillside County School District, and the greater Hillside community represented the first time a university, its surrounding community, and a local school district partnered to develop and implement a model for comprehensive school change. Through an ethnographic case study, the researcher investigated how faculty and staff in one elementary school interpreted their experiences as stakeholders in this comprehensive reform initiative, and how such changes influenced teachers perspectives of their classroom practices. Findings indicated a complex array of factors influenced low implementation levels during the reforms first two years. The Partnership Design Team conducted an initial planning process during the 2001-2002 school-year, which excluded Creekside faculty, led to high faculty attrition rates, and influenced diverse interpretations of the Partnership vision and mission. The Hillside School District initiated a School Improvement Process beginning in fall 2002, which Creekside used to integrate Partnership initiatives and a federally funded literacy program into one coherent school improvement plan. Major themes illuminate the barriers to reform implementation during the 2002-2003 school year, which include the following: (1) inconsistent state and district mandates, (2) district and school-level leadership and decision-making practices, (3) the facultys conflicting pedagogical beliefs, (4) unclear expectations for reform implementation, (5) the schools limited capacity to implement reforms, and (5) diverse teacherstudent communication styles. While Partnership and grant related initiatives did impact all teachers at some level during 2003-2004, the kinds of reforms teachers implemented and the extent to which it changed their classroom practices varied. Interviews conducted with ten teachers during the fall 2003 indicated that few teachers utilized Partnership resources or bought into federally funded literacy changes. A few who bought into reforms and utilized resources at high levels commented that they experienced a pedagogical shift, which led them to implement programs and initiatives at high levels. Reform barriers influenced other teachers to either resist reform implementation, or isolate themselves and adapt various instructional components to fit their traditional practices.