This article focuses on how a statewide reform initiative, when envisioned as a professional development opportunity, impacted teachers’ capacities to become change agents in their classrooms and districts and how individual district contexts shaped the development of those capacities. The interview and artifact data used for this study were gathered from teachers and administrators in four demonstration districts that were involved in a standards-based professional development initiative within the federally funded Michigan English Language Arts Framework (MELAF) project. These data reveal that teachers experienced changes in their personal literacy practices and views of themselves as learners and felt an increased ability to evince change in a variety of educational contexts, including their classrooms, buildings, and districts. Across these changes in teachers’ practices, district patterns emerged that spoke to the individual districts’ capacities to support teacher growth and foster reform. These differences suggest that the changes that took place were a function of many factors, including the size and structure of the district, the district's readiness for change, and the source of language arts leadership within the district. One implication of these results is that the particular histories and competing forces that operate for both individuals and districts shape the implementation of new policy.