This paper explains what happened during a three years long qualitative study at a mental health services organization. The study focuses on differences between espoused theory and theory in use during the implementation of a new service delivery model. This major organizational change occurred in a National policy environment of major health budget cutbacks. Primarily as a result of poor resourcing provided to bring about policy change and poor implementation of a series of termination plans, a number of constraints to learning contributed to the difficulties in implementing the new service delivery model. The study explores what occurred during the change process. Rather than blame participants of change for the poor outcomes, the study is set in a broader context of a policy environment-that of major health cutbacks.