In this paper, the author reflects on some of the complexities involved in theorizing change and the policy process, stimulated by the framing offered by the Learning and Skills Sector (LSS) project and the detailed case studies it presents. Focusing on a period in the development of the LSS that has been characterized by a determined policy intervention from national government, this response to previously-published papers first reviews the features that the author found especially apt and helpful, and then goes on to identify some aspects that are worth developing further, and to raise some questions that center on issues of "agency" and "change" in the LSS. She attempts to connect the insights from these papers with those from a historical study of Adult Literacy, Numeracy and ESOL (ALNE), in which a model of change that seems to fit the particular features of the LSS as a field of social policy since the 1970s is developed. She argues that the perspective being taken in the "Changing Faces" project shifted the view from the "figure" of policy levers to the "ground" of the policy space in which these levers are applied. (Contains 1 note.)