In recent years, Australian universities have been driven by a diversity of external forces, including funding cuts, massification of higher education, and changing student demographics, to reform their relationship with students and improve teaching and learning, particularly for those studying off-campus or part-time. Many universities have responded to these forces either through formal strategic plans developed top-down by executive staff or through organic developments arising from staff in a bottom-up approach. By contrast, much of Murdoch University's response has been led by a small number of staff who have middle management responsibilities and who have championed the reform of key university functions, largely in spite of current policy or accepted practice. This paper argues that the "middle-out" strategy has both a basis in change management theory and practice, and a number of strengths, including low risk, low cost, and high sustainability. Three linked examples of middle-out change management in teaching and learning at Murdoch University are described and the outcomes analyzed to demonstrate the benefits and pitfalls of this approach.