Grassroots reform, particularly in the private educational sector, has had a noticeable impact on the Australian middle years of schooling landscape. Middle years' grassroots reform however, has often been implemented in ad hoc ways, which has meant it has not always resulted in meaningful change that is aligned with middle years' research and philosophy. This case study examines one school's efforts to improve education in the middle years through a grassroots reform project, namely the "Year 9 Project". The study explores how capacity building for meaningful change can be both helped and hindered during grassroots reform. It also examines the experiences and involvement of teachers in grassroots reform, understanding their pivotal role as key implementers of school change. The study reaches two conclusions regarding how capacity building may be enhanced to effectuate meaningful change at the grassroots level.