This paper reports on a project of structural and curriculum change in the Languages learning area in three Australian schools that implemented new models of Languages provision over a 3-year period and seeks to examine the ways that school cultures influence processes of change. The project adopted a qualitative collective case study approach that involved collaboration between teachers, school leadership and the research team on activities related to implementing the models, including a contextual analysis of policies and structures, collaborative curriculum planning and implementation, planning of interventions relevant to each site, monitoring, and ongoing evaluation and annual reporting. It also collected structural data in the form of school profiles, including information about the school context and learner groups, curriculum data, including program documentation, resources, student work samples, tasks and assessment data, and teacher and student evaluation data. Interviews were conducted with participating teachers, school leaders and students on a continuous basis, gathering each participant’s perspectives on the process of change over time. The paper examines the ways that the culture of schools, and in particular the structures that existed in the schools in relation to timetabling, the organisation of curriculum, the planning and enactment of teaching, learning and assessment and the approach to staffing, influenced what was possible in terms of change and ultimately the sustainability of change, particularly in relation to a learning area that is perceived to be ‘specialist’.