This study presents a portrait of a school poised for change in terms of its governance, time and culture. The purpose of this study is to investigate the major bodies of literature on restructuring, choice and the philosophy supporting the Accelerated Schools Project in order to identify the important, positive elements that are foundational to creating a developmental framework for significant change in education and, in particular, the ongoing restructuring efforts at Chestnut Middle School. This researcher, in the role of participant-observer, describes his observations of the school over a six year period. In doing so he analyzes emergent patterns and themes from the study which are reflected in the literature and describes their application to the restructuring initiative at Chesnut Middle School. Four teachers are interviewed throughout a two year period concerning their descriptions and evaluations of their experiences and reactions to the restructuring process at the school in relation to these same themes. Additionally, the study presents a chronological overview of the Accelerated Schools Project during the first two years at Chestnut Middle School through the analysis of three major areas of focus: governance, time and culture. The study shows that for any substantial, significant change to occur in any school a critical reexamination of the current structure of schools must take place. If anything less than this examination occurs, what follows is nothing more than an adaptive response to the traditional, existing educational paradigm. Further, no restructuring effort can be completely successful without detailed attention to the vital relationships between governance, time and culture. Recommendations for further study include comprehensive examination of the role of central administrative offices in restructuring; more research on the changing role of the principal during a restructuring effort; and research on the implications of the critical elements of school culture, including beliefs, core values and norms of behavior