To partiipate effectively in the post-industrial information societies and knowledge/service economies of the 21st century, individuals must be better-informed, have greater thinking and provlem-solving abilities, be self-motivate,; have a capacity for cooperative interaction,; possess varied and specialised skills, and be more resourceful and adaptable than ever before. Attempts to meet these demands are reflected in a plethora of reforms in schools and education systems around the world, including a focus, in Australlia, on middle schooling reform and the development of attributes of lifelong learnere. this paper reports on one outcome from a national project funded by the Ministerial Council on education, Employment, Training and Youth Affairs, which investigated what practices, processes, strategies and structures best promote lifelong learning and the development of lifelong learners in the middle years of schooling. the investigation linked lifelong learning with middle schooling because there were indications that middle schooling reform practices also lead to the development of lifelong learning attributes, which is regarded as a desirable outcome of schooling in Australia. While this larger project provides depth around these questions, this paper specifically reports on the development of a three-phase model that can guide the sequence in which schools undertaking middle schooling reform attend to particular core component changes, not on the connection between middle schooling and lifelong learning. The model is developed from the extensive analysis of 25 innovative schools around the nation, and provides a unique insight into the desirable sequences and time spent achieving reforms, along with typical pitfalls that lead to a regression in the reform process. It is on invaluable suide for shools and education systems on the reform path. Importantly, the model confirms that schooling reform takes much more time than planners typically expect or allocate, and there are predictable and identifiable inhibitors to achieving it.