How can districts create systemic improvement--improvement that affects every classroom? A handful of Connecticut districts tried to find out and were supported by the Connecticut Center for School Change to do so. As part of the Systemic Instructional Improvement Program (SIIP), the districts have pursued strategies designed to yield large-scale instructional improvement and to ensure that every aspect of their operations supports schools and students. All of the districts can point to genuine systemic improvements, and most importantly, evidence of substantial student achievement gains. In the process of pursuing this strategy, the districts and the Center have learned a great deal about what it takes to bring about systemic improvement.