Advocates of culture-change management suggest that the right sort of managerial philosophy can transform nursing homes from impersonal institutions into safe, caring communities. However, participant observation carried out at Heartland Community, a nonprofit culture-change nursing home, suggests that culture change founders on the structural problem of inadequate staffing. Resource limitations imposed by Medicaid and Medicare reimbursement rates mean that even nonprofit facilities desiring to maximize staffing cannot afford to hire enough staff to live up to basic care standards. Thus, above-average staffing notwithstanding, Heartland's nursing aides could not complete their work on time without compromising the quality of care by breaking important care rules. Resource limitations also forced management to adopt a series of punitive personnel policies that actively undercut the rhetoric and aims of culture change, turning culture change into a rhetorical device for shifting blame for care problems fromstructural resource limitations onto the attitudes of nursing aides.