Instructional design (ID) in its short life has been dominated by behaviourist approaches despite critique focusing on issues of practice as well as theory. Nonetheless, little research has addressed two fundamental questions: "What constitutes good instructional design?" and "How do instructional designers create good design?" We have begun a search for answers by asking a sample of eight instructional designers to reconstruct how they helped faculty members deal with challenging design problems as they adopted a Learning Management System and other web-based technologies in support of their teaching. From audio-recordings we derived response categories consistently recurring within and across interviews, then validated our analysis with the sampled group of instructional designers. Our analysis suggests that instructional designers employ a set of social skills and cognitive tools that enable them to act as a pedagogical "conscience" in the design process. We interpret these skills in terms of "theory of mind" in the context of instructional design.