School improvement is a complex undertaking for any school but for schools in challenging or difficult circumstances it presents extra problems. Not only do schools in challenging circumstances often face acute levels of socio-economic deprivation, but also, improvement or change efforts can be extremely fragile in these volatile school contexts. This article focuses upon the process of leading change in a group of schools in challenging circumstances in England. It draws upon empirical data and focuses particularly on the process of leading change in schools in difficulty by exploring three leadership themes. The article concludes by arguing that while the quality of leadership is undoubtedly important in these school contexts it is simply not sufficient to combat the stubborn relationship between social disadvantage and underachievement. This relationship is more likely to be broken through structural change and localised and community-based action rather than through the forces of standardization or accountability.