This article analyses the problems of school failure – failure at school and of schools – in terms of the emotional politics of distinction and disgust. The article notes that differential strategies of school improvement where levels of intervention are inversely related to school success risk creating an apartheid of improvement that deals only with the effects of low capacity and low investment in poor communities and perpetuates dependency in low capacity systems over time. Behind the technical differences that separate success from failure are emotionally laden differences between the passionless distinction of elite success and the viscerally threatening emotionality of lower classes that evokes disgust. Distinction and disgust, it is suggested, are the alter egos of school improvement. School failure is defined, evaluated and dealt with in ways that function to evoke the disgust of the affluent, which simultaneously reminds them of their own fortunate distinction. The article closes with recommendations for redefining the divisive responses to school failure that currently have ascendancy.