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 agency’s 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. It seems that the frustrations of this time were necessary to develop the creativity needed for significant change. The efforts started to bear fruit once the organisation began to realise alignment of mission, structures, procedures and relationships.