This paper examines the relatively unexplored area of underachievement in organization change programmes, where the original ambitions of the authors of change fail to be realized at the level of implementation. A case in point is the British Civil Service which after several years of government endeavour has not seen the large-scale, ‘second order’ change that had been expected. The paper offers a cultural perspective on this issue. Using the findings from an in-depth, ethnographic study of one of the newly formed agencies within the civil service, it argues that attempts at change can be frustrated by a ‘cultural infrastructure’ at the local level which acts to neutralize any attempt to change from above - in relative power terms a case of David defeating Goliath. This structure is a social defence against the anxieties and ambiguities brought about by the threat of impending change, and is manifested not as resistance, or even avoidance, but disregard and unstudied indifference. These local cultural orientations are the cause of ‘schematic myopia’ (Harris, 1989) or collective blindness, which prevent those affected from recognizing the significance of a major change initiative. An examination of these cultural processes reveals the inherent weaknesses and limitations of one of the most ubiquitous of change models to be found in organizations today: the top-down, ‘invasionary’ approach to change.