This study examines practices of principals working in high-performing, high-poverty schools with a high representation of students of color in south central Texas. This study explores how leaders build individual and organizational capacity in high-needs schools. Using a criterion sample, and a conceptual framework focused on leadership for learning, three principals were included in this study. Their schools each had 85% representation of students of color, 85% or more of students qualifying for free/reduced lunch, and at least 85% of students demonstrating mastery on state assessments. Principals demonstrated that while it is paramount to set organizational structures and policies conducive to learning, building a collective effort to adapt such structures and policies is equally important. By building individual and organizational capacity, these principals focused on building a successful learning culture in order to generate high performance in high-poverty schools with a high representation of students of color. The implications and recommendations from this study may appeal to other school leaders who wish to adapt the lessons learned from this research and apply them to their own schools' unique contexts.