This paper starts from the experience of the TL21 project, a four-year School-University action research project designed to enhance innovation and creativity in participating second-level schools. The project focus is on developing exisiting good practice in classrooms and on promoting fresh thinking about teaching and learning processes in schools. When initially invited to join TL21, schools demonstrated varying levels of engagement and resistance. The paper maps some of those initial reactions, particularly on the part of school leaders. Dominant perceptions within schools of action research projects, of school-university links and of continuing professional development (CPD) are investigated. Reasons offered as to how and why teachers' and school leaders' views changed during the course of the project are also interrogated. Based on analysis of data gathered though interviews, from participant workshops and seminars, from participants' reflective journals and from project team members' observations, the paper will attempt to construct a model of teachers' continuing professional development specifically relevant to teachers in Irish second-level schools. This will include examining some of the reasons for different levels of willingness or reluctance to engage with personally initiated development, with school based developmental work among colleagues and with locally based cluster work with colleagues from nearby schools. Specific attention will be paid to the role played by individual school cultures and of leadership styles in shaping attitudes to CPD. Furthermore, the impact of national policies in relation to school development planning and to in-career education and teachers' experience of their implementation will also be considered. The use of the emerging data to contribute to shaping the ongoing development of the TL21 project, particualrly in relation to the school leadership dimension of the project will also be demonstrated. Specifically, having defined the projects primary aims as to strengthen teachers' capacities as authors of their own work to encourage students to become more active and responsible particapants in their own learning,the initial TL21 project team invited schools, through direct approaches to individual principals, to partcipate in this project. Team members' initial expectations were that most schools would be willing to engage with a well-funded, four-year project, that had official Department of Education and Science backing and involved a partnership between individual schools and a University Education Department. Eight of the original 25 schools approached declined to become involved. With the initial 17 partcipating schools, TL21 began by focusing on four specific subject areas: English, Irish, Mathematics and Science. A basic requirement of schools' engagement was that two volunteer teachers from each of these subject departments would agree to take part. The active, on-going participation of each schools' Principal and Deputy Principal in the project was also a requirement of TL21 engagement. The patterns of engagement with the early stages of the TL21 project prompt many questions concerning how do school communities view teaching and learning processes? how do teachers see their own professional development needs? how do school leaders perceive their roles, specifically in relation to teaching and learning processes ? and how do all of the above find expression within the context of the day-to-day busy-ness of school life. Theis paper attempts to offer some responses to these questions.