In the wake of accreditation cycles stressing student outcomes, we believed the reflective and practitioner-centered philosophy of action research a perfect fit for effecting institutional improvements for a four-year grant-funded effort in our urban-suburban community colleges in California. We learned that things were both worse and better than we had imagined. While we had anticipated what we will call "the Bad", the classic budgetary and institutional forces buffeting us, our project, and our institutions, we had not anticipated what we will call "the Ugly". And perhaps because of our grasp of "the Bad", we also had not anticipated what we will call "the Good". We found ourselves challenged to rethink how to encourage colleagues to become reflective practitioners, yet able to appreciate the power of action research to lead to genuine transformation.