This paper will present findings from a study that investigated the operation of a short-term-cycle School Improvement Plan (SIP) in a network of schools in Victoria. This paper will explore teachers' understandings of the implementation of the SIP processes which were expected to lead to change in teaching practices to improve student outcomes. To do this we have drawn on one and a half years of interview data to tell the teachers' stories and present students' perspectives of this change process, as it played out in eight focus schools. We used a narrative inquiry methodology to explore teachers' and students' lived experience to illustrate how they experienced and responded to top-down demands for schools to improve their practices. Narrative inquiry provided us with a way to capture the personal dimensions of these change processes while taking into account the relationship between individual experience and the cultural and political context within which these practices take place (Clandinin and Connelly 2000). Data in the form of teachers' conversations about practice tend to be narrative in form, anchored in 'stories and specific, concrete professional experiences' (Johnson & Goettsch 2000, p.462). The teachers' stories and student perceptions will show the meanings teachers and students take from these experiences to help make sense of the often ambiguous and complex work of teachers' lives and student learning. In doing so we will present a multi-layered and nuanced understanding of the work of teachers and how they translate the systemic demands from both outside and inside their schools, into changed classroom practices.