The literature surrounding the process of curriculum innovation and change abounds with the assumption that change is a difficult, often painful and hugely complex process. It involves educational, political, national, institutional and personal issues. It challenges the very fabric of our society, and our roles not only as professionals, but as people. This article introduces a model of change developed during a research study of Japanese teachers of English taking part in an overseas teacher-training programme designed to support a major curriculum innovation. The research investigated the influence of the programme, and examined a group of teachers, analysing their changes in attitude, perceived methodology and practice before and after the in-service period. The findings demonstrated that in all cases changes towards the aims of the innovation had taken place. In the wider context, an analysis of the process of change indicated that there may be a number of interconnected areas that affect individual actions. This resulted in the development of a model of change. The paper will set this new model into its theoretical context by referring to established models and highlight a number of critical features that were shown to have an impact on the process of change. (Contains 1 table and 4 figures.)