Abstract Projects of Organisation Learning (OL) are designed to facilitate a change in an organisation's ability to engage or construct their futures. However, OL remains difficult to explain and operationalise. Traditional views of Organisational Learning, by relying on implicit views of individual learning, distort the importance of the social/cultural context of learning. A Communities of Practice perspective is used to focus on locally negotiated and situated meanings in the context of the practice of valued work. A narrative approach is employed to access the values of a group of advisers required to learn and change according to the requirements of a central government department. The findings show a pattern of values not entirely disconnected from the requirements for change. However, by relying on the assumption of the diffusion of change, a change agent was unable to gain the acceptance of advisers to the requirements. It is suggested that future thinking about OL and change need to examine how talk is used to make new realities with others.