This paper reports the findings of a study of students' perceptions of top-down educational change initiated by government policy. Much educational change involves shifts in power and responsibilities between the different actors, such as governments, school administrators, teachers, parents, the community and students. Despite this widespread interest in educational change it is usually the macro level policy elite who exert the most influence, using their power, privelege and status in order to propogate particular versions of schooling, and students continue to be the 'objects' of policy initiatives, submerged in what Freire referred to as a 'culture of silence'. Students are most often excluded as participants in both the process and decision making phases of change, although they may be influential, especially when it comes to protecting the status quo. The research involved in-depth case studies of three schools undergoing educational change as the result of the implementation of multiple, macro level policies in the state of Western Australia. Data collection methods for this study included focus group and semi-structured interviews with students in the school. The analysis concludes by raising questions about 'In whose interests?' the changes are promulgated and the implications for viewing students as participants in change.