This study investigated the emotional and behavioral experiences of individuals and groups working in a public school system that was attempting to create a learning organization. Both the academic and professional literature are extremely positive about the learning organization as a viable, alternative management style to the bureaucratic command-and-control approach. However, the literature tends to bypass the experiences of people working in learning organizations.The current study examined the socio--emotional experiences of individuals and groups working in a school district that is attempting to transform itself into a learning organization. A qualitative research approach was employed involving 34 in-depth interviews, and one focus group discussion as well as participant observation and document examination. The data are interpreted through seven themes: (1) initiatives, (2) direction, (3) relationships, (4) social skill development, (5) power, (6) discrepancies, and (7) the learning organization. These themes are integrated into a process model that has both theoretical and practical consequences both for analyzing the learning organization and for addressing the obstacles associated with its implementation.