This article considers leadership as an emotional process and provides an account of the emotions of change experienced at one school. It examines the complexity of change and development from a relational and affective perspective by exploring the emotional experience of staff involved in a developmental project. The article is deliberately descriptive, aiming to illuminate the feelings, fears and experiences of those involved in the process of change. It highlights the importance of trust, autonomy and 'no blame' innovation in securing and sustaining cultural change. It identifies how trust impacts both positively and negatively on the change process. The article concludes by theorizing three stages of emotional or 'heart' conditions necessary to successfully implement and sustain change at the individual and school levels.