Learning and Serving Together for all Children is a model educational systems change project between Clarion University of Pennsylvania and six school districts from Clarion and Venango Counties. These collaborations have been designed and implemented to enhance teaching and learning outcomes in basic and higher education. Fiscal and human resource collaborations between basic and higher education facilitate systemic staff development of faculty and provide for restructuring to improve learning outcomes for children teaching students. This is accomplished by mobilizing university resources in concert with basic education resources and empowering in-service teachers to maintain systems change activities in service to children. Service-learning philosophy and practices are the catalyst for initiating and maintaining systems change and improvement.