Though change theorists recognize the importance of individuals within change efforts, the impact of perceptions, or mental models, on change initiatives at the organizational level is not fully understood. The purpose of this qualitative study was to gain a greater understanding of the mental models (beliefs, attitudes, knowledge, and feelings) developed by elementary principals and district-level administrators after the implementation of one system-wide change effort, walkthroughs, within a large (63,000 students) school district in the western United States. The research questions guiding the inquiry were (1) What mental models do educational leaders responsible for school improvement hold about the role of walkthroughs as a vehicle for system-wide change; and (2) How do different contexts influence the mental models that educational leaders hold?;Grounded in change theory, social construction of reality theory, and theory of mental models, the research questions were explored utilizing qualitative methodologies including the analysis of semi-structured interviews, artifacts, and survey results collected during the spring of 2009.;The mental models developed by the principals were represented by three themes: (1) Surrogate for Leadership, (2) Sense of Isolation, and (3) Uncertainty with Change Effort. The mental models expressed by the district administrators were represented by three themes: (1) Collective Ethos, (2) Personal Vision, and (3) Reluctance to Lead. The findings in this study illustrate the impact that mental models have upon change efforts and leadership throughout school systems.