Why is there so much discontent about the current plans to reform the National Health Service in England? What is the government trying to do, and are the critics right to want to block reform? This paper traces the genesis of the current proposals in the Health and Social Care Bill, currently in the Lords, and why the Government has had to water down significant parts of it to appease the critics. The paper argues that the case for change has not been made to public or the 1.3 million staff in the NHS, the extent and timing of the reform is far from ideal given the need to make unprecedented efficiencies in the NHS, and that the political process to gain support has been weak. Yet many elements of the Bill push the NHS in the right direction, and without effective reform the original settlement—to provide equal access to care on the basis of need—is put at risk.