This paper will be an in-depth examination of school culture, its elements, processes, and development. The core elements of school culture will be described and delineated. Attention will be paid to the nature of norms, values and beliefs; symbols and artifacts; stories and history; the informal network; and rituals, traditions, and ceremonies. What research has said about each of these elements will be noted, with particular attention to elements of culture that are associated with school effectiveness and student learning. The paper will examine how cultures are formed through the interactions of such things as context, actions and history. Case examples of particular schools will be used to illustrate the development of positive, and in some cases negative cultural features. A description of positive elements of culture will be presented. The paper will then suggest a ”theory of action” concerning these particular cultural features and important school process such as school improvement, professional development, and student learning. Implications for practice and research will be provided. A section will describe the ways school leaders can shape and nurture positive cultures to enhance student learning. And, a section will suggest studies to look at the nature of different cultures and student success.