On the surface, this trickle-down view of educational change--what T. Nichols calls "innovation-from-above"--makes sense. Teachers learn about new devices, apps, teaching techniques, and leadership strategies as they show up in articles, reports, and other professional resources, or after they have already been implemented elsewhere. They then work to incorporate these innovations into their own practice, lest they fall behind the curve. However, when educators' values and commitments are used as a starting point for innovation, an alternate orientation to research and practice emerges. Nichols calls this "innovation-from-below." This approach reframes innovation from something implemented in classrooms to something that grows out of them. This article begins with a discussion of the "trickle down" model and the "linear model of innovation." It goes on to discuss three significant shortcomings of the linear model. Nichols then provides insight based on his experience working at an urban public high school. Lastly, he describes how the innovation-from-below model uses classrooms as the starting point for meaningful transition in schools using four phases of inquiry.