This paper describes the challenges and benefits of an action-research project with a Nashville-based nonprofit human service organization. In our view, outmoded human service organizations are in serious need of innovation to promote psychological and physical wellness, prevention of social problems, empowerment, and social justice. This project aims to develop and evaluate value-based organizational processes and outcomes designed to transform human services. Although the goal of moving human services from ameliorative to transformative approaches is invigorating, our efforts have revealed expected and unexpected barriers to this process of change. Two main barriers are a strong cultural current working against change and irregular pacing of the change efforts. Positive outgrowths of the project include a new organizational philosophy that includes attention to issues of justice and equality, and changing individual and organizational beliefs and practices. Clear messages regarding the changes desired and a highly participatory process have facilitated these initial outcomes. (Contains 1 table and 2 figures.)