This article is intended to be the beginning of a conversation about how one species, at least, of social change practitioners works, thinks, and reflects. This installment is the first of two, perhaps three essays on this topic. We start with a robust example of what we mean by ‘social change’ and then propose a series of principles and definitions. In our second installment (to be published in the next edition of this journal) we will return to the case to discuss three particular interventions, their results, and what the practitioners learned. We will end our conversation with the broader implications for how social change practitioners can and should help institutions become learning organizations - but we argue that, first, we have to help ourselves to be better action-learners. The context for the conversation is PRADAN, one of India’s most respected NGOs for economic and social uplift. The specific challenge that PRADAN faces is how to grow from assisting in the development of 80,000 new livelihoods in India’s poorest villages to one million or more by 2017. PRADAN took up this challenge in 2007 and the practitioners in this story have been working on it ever since.