In 2013, the Donald McKay K-8 School in East Boston, was among the lowest-performing schools in Massachusetts, ranked in the bottom 6 percent of schools statewide. The McKay's journey to the school it is today was made possible by a significant shift in adult culture at the school. A learner mindset and a commitment to continuous improvement are expected of every adult--and every child--in the McKay School community. This case study describes the three phases of the McKay's school improvement journey. It begins by exploring an intensive, principal-directed focus on instruction in the first years of reform, which seeded a culture of learning at the school and provided a platform for ongoing teacher- and student-driven school improvement. At each phase, the case study highlights key practices that facilitated the McKay's transformation from a place where learning was quiet and highly structured to a place where learning is noisy, active, and engaging. [This report was also produced by EdVestors.]