As part of a larger study of systemic educational reform in rural Alaska, this case study focuses on the early implementation of the Alaska Onward to Excellence (AOTE) school improvement process in Aniak and Kalskag, two villages of Kuspuk School District in southwestern Alaska. District residents are primarily Yup'ik Eskimos, although the hub village of Aniak also has a large population of non-Natives and other Native groups. To examine contextual factors that help or hinder reform efforts, a community-based research team conducted interviews and focus groups with parents, teachers, administrators, students, and community members. AOTE and the community voice it tries to foster started out strong in both villages, but by the second year community turnout and school staff involvement were practically nonexistent. AOTE was unable to overcome historical conflicts related to the district's top-down management style and to past efforts to supplant Alaska Native cultural values with Western values and language. In addition, facilitators viewed the AOTE process itself as too complicated and cumbersome, while community members felt uninformed and uncertain of what was expected of them. In both villages, AOTE was viewed as "another district mandate," but did make an important contribution by increasing the level of community discussion. This report includes recommendations to outside reformers about addressing issues of local context, and details of secondary students' responses to the Quality of School Life Survey and during focus groups. (SV)