This presentations describes the evolution of the Schools Up North (SUN) project which, over six years, has operated in four remote Indigenous communities in Cape York and the Torres Strait. Conceived to address youth mental health through educational engagement, SUN has evolved in response to experience, active reflective practice with participants, externalities (such as COVID19), and the unique demands of local circumstances and issues. From an explicit focus on addressing teacher agency (confidence and capacity), SUN segued to local system change (the agency of the school in local context), and community engagement (community participation and agency in the wider youth learning space). The ripple effects of SUN’s activities have been sustained by trust on all three levels which, in significant part, stemmed from listening to and responding directly to expressed needs. To do so without losing momentum has demanded nimble responsiveness that is only possible without the constraints of rigid institutional policies and practices. This is exemplified with an example from each of the three levels of engagement, of how SUN maintained its core trajectory while pivoting to address unanticipated contingencies. For teachers in relation to COVID19; for the school system in terms of contextual awareness (Time Trails), and; with school/community engagement by location-specific approaches to local and community-leader agency (the needs of disengaged children and those with disabilities – alternative learning environments – About Time). The presentation will include short video-clips from resources produced in-community, the creation of which provided the vehicle for community-school engagement.