Between 1996 and 2006, the William and Flora Hewlett Foundation invested over $20 million in the Neighborhood Improvement Initiative (NII), an ambitious effort to help three neighborhoods in the Bay Area reduce poverty and develop new leaders, better services, more capable organizations, and stronger connections to resources. On some counts NII succeeded, and on others it struggled mightily. In the end, despite some important accomplishments, NII did not fulfill its participants' hopes and expectations for broad, deep, and sustainable community change. In those accomplishments and shortcomings, and in the strategies that produced them, however, lies a story whose relevance exceeds the boundaries of a single initiative. Our goal is to examine this story in the context of other foundation sponsored initiatives to see if it can help philanthropy support community change and other types of long-term, community-based initiatives more effectively. As we began to review materials and conduct interviews, we learned of NII's accomplishments in each neighborhood, including new organizations incubated, new services stimulated, and new leaders helped to emerge. We also quickly discovered multiple, and often conflicting, perspectives on NII's design, implementation, and outcomes that were hard to reconcile. Some of this Rashomon effect is to be expected in a complex, long-term community change initiative that evolves over time with changing players. Some can also be attributed to the different dynamics and trajectories in each of the three sites. We have tried to describe all points of view as accurately as possible without favoring any one perspective. Moreover, we have tried to look beyond the lessons drawn exclusively from NII and to position all of these varied opinions within a broader field-wide perspective, wherever possible. The frustrations of NII's participants and sponsors are mirrored in many other foundations' major initiatives. Indeed, our reviewers -- who have been involved in many such initiatives as funders, evaluators, technical assistance providers, and intermediaries -- all underscored how familiar they were with the challenges and pitfalls described here, both those related specifically to community change efforts and those pertinent to other initiatives. Because the opportunity to discuss the frustrations candidly has been limited, however, they often are relegated to concerns expressed sotto voce. So it was particularly important throughout the review to solicit from our interviewees ideas or suggestions for improving their work together. We offer these along with our own observations as a way to stimulate further reflection and debate, because we believe that philanthropy has an important role to play in improving outcomes for poor communities and their residents. Few foundations have been willing to contribute to this level of honest and sometimes painful public dialogue. But by commissioning this retrospective analysis, the Hewlett Foundation demonstrates a desire to help the field learn and move forward, and we applaud that.