Most change management initiatives fail. Here, we explore data which emerged from a larger research study of local authority chief executives’ subjective experiences of New Labour’s modernisation programme and argue that the route to change so often taken by central government is detrimental to the successful embedding of change within local government because it ignores fundamental human reactions to coercion and control. We demonstrate that the seeds of failure are sown in the processes adopted as much as in the content of any programme of change. A contributory factor to such failures is the apparent reliance on the part of legislators that their policies and procedures will receive a neutral reaction. We show that the reality is that legislation is responded to and enacted by people who react in ways designed to defend their own positions, irrespective of the worth of those positions. Whether seen as actors in the policy implementation process, or as agents of change, chief executives act and react emotionally. This contributes to our theoretical understanding of the policy process and the practical application of change programmes. This article will be of interest to those in central and local government who are promoting or responding to change.