Background Since the onset of standards-based reform and its continuation in the form of No Child Left Behind (NCLB) and now Race to the Top, debates have continued about whether such policies foster desirable change in states, districts, schools and classrooms. Research Question The study asks: How do state and district administrators, principals, and teachers describe their responses to standards-based reform, in terms of beliefs, understanding, and attitudes, as well as behavior? Participants The analysis uses interview data from 32 schools in 10 districts in 5 states. Data are from 60 fourth- and seventh-grade mathematics teachers, 32 principals, 14 district administrators, and 7 state officials. Research Design The overarching five-state study identified a representative probability sample of districts for each state. From those districts, two in each state were chosen for the case study, based on size and poverty. Data Collection and Analysis Interviews were transcribed, then coded both inductively and deductively to identify patterns and elicit major themes. Findings This study provides evidence that standards-based reform has elicited positive change in four areas: attention to struggling learners, teaching to the test, responsibility for student learning, and classroom content and pedagogy. Respondents said that as a result of standards-based reform policies, they focused more on struggling students, trying new approaches to reach them, and increasing their expectations for them. Respondents also reported increasing their personal and group responsibility for student learning, while at the same time feeling stress and pressure from the testing regime. Respondents reported worrying that teaching to the test was narrowing the curriculum, but they also praised the system for eliciting needed improvements in the curriculum. Some teachers said the new state standards required them only to change the order of topics they taught, but other teachers said the standards required them to cover different content and to focus more on student understanding and knowledge retention. Conclusions The findings here of constructive and positive responses stand in stark contrast to a substantial literature that documents negative reactions to NCLB. One explanation might be that earlier attempts at standards-based reform and accountability, such as those documented in this analysis, were much more closely aligned with the theoretical vision of standards-based reform than were later manifestations as codified under NCLB, which have (a) moved away from local discretion, (b) emphasized rewards and sanctions rather than authority (buy-in), and (c) changed the target from standards to focusing on test results, often exclusively.