Change is driven not only by good ideas, but also by disagreement and frustration. This article takes, the reader through a selective organisational history of the British NGO, ActionAid from 1998 to 2001, looking at events and changes that had a bearing on the introduction and initial impact of the agencys new accountability system. Systematic change appears very unsystematic. Effective transformation took a long time to arrive, and was preceded by a number of failed experiments.