When Change Feels Like a Threat, Not an Invitation

And why being helpful can be the least helpful thing we can do.

This is the third article in the Experiential Systems Change series. The first, The Experience Is the Intervention, shares four stories of what designing for experience looks like in practice. The second, What Is Experiential Systems Change?, names the principles behind the approach. This article asks why it works and what is actually happening, neurologically and somatically, when we get it right.

Many years ago, I was sitting with a colleague on my team who was stuck on a large and complex project. They were frustrated and not quite able to articulate why. Trying to be helpful, I explained a framework I’d used in similar situations: in any project, there are really only three variables we can work with: scope, resources, and time. They’re interdependent; change one and the others move. Understanding which of these variables we could control, I suggested, was the key to getting unstuck.

As I explained this more, I noticed their face change, their brow furrow. They were trying to follow me, but I sensed that something in them was closing rather than opening. Yet I kept talking anyway, which only made it worse. Finally, I stopped and asked a different question: “I’m sorry,” I said, “How can I help you?”

I saw them change immediately. Relaxing, they looked at me and said, “I think I just need you to get these other tasks off my plate, so I have the capacity to focus on this.”

That was it. Not a framework. Not a diagnosis. They just needed me to act, in a specific and practical way, so they could do their job.

I had come into the conversation with my favorite tools and problem-solving brain ready. They came to the conversation needing to be heard and helped. Those were two very different conversations, and for most of our exchange, we were having mine.

A Common Pattern

That story plays out, in some form, in systems change efforts constantly. The scale changes: instead of two people, a collaboration of dozens or hundreds; instead of a project management framework, we might bring a systems analysis, a theory of change, or an “invitation” to examine power dynamics or shift mental models. But the structure is the same. Practitioners arrive with their frameworks and their urgency. Funders arrive ready to “help.” And the people we’re working with arrive as whole human beings trying to navigate their own contexts.

In the end, the insight is the same: Sometimes being helpful is the least helpful thing we can do.

The field of systems change has developed a sophisticated set of tools, concepts, and frameworks over recent decades. Many of them are valuable. But they can carry, embedded within them, a particular assumption: that the people we’re working with need what we have. That they need our smarts, not our support. That the gap between the current state of the system and the desired future is missing, in part, what those people don’t yet know, don’t yet understand, or haven’t yet accepted. That it’s our job to help them catch up with us.

This is really a deficiency frame, though it doesn’t usually announce itself as one. It arrives wearing the clothes of generosity, of rigor, of expertise, of genuine care for the work. But it’s judgment dressed as generosity. And there is substantial evidence, from neuroscience, psychology, and learning theory, that it consistently produces the opposite of what we intend.

Three Simple (and Truly Helpful) Questions

Three questions are helpful to explore before we do anything else with the people we’re working with:

• What are you experiencing?

• What do you see from where you sit?

• What do you want?

These aren’t complicated questions. But I know that I skip them more often than I should, because I’m trying to be helpful and because I’m already operating on assumptions (like, if you’re asking me for help, it’s because you can’t figure it out yourself).

We often assume that we know what people need—more information, a better analysis, a reframed problem, a shift in their mental models—so we provide it. When the answers to those three questions turn out to be more complex or more surprising than our assumptions predicted, it’s usually because our assumptions were simply getting in the way of actually listening.

5 Lenses on Why Helpfulness Can be Unhelpful

Five bodies of research have converged, from different directions, on an explanation of why this pattern is so persistent and so hard to escape. Each one illuminates a different facet of the same problem.

Social threat and the SCARF domains

Research by David Rock and others on the neuroscience of change and leadership has identified five social domains that fairly predictably trigger threat or reward responses in our bodies:

• Status: our sense of relative importance and competence,

• Certainty: our ability to predict what comes next,

• Autonomy: our sense of control over our own choices,

• Relatedness: our sense of safety with the people around us, and

• Fairness: our perception of whether exchanges feel equitable.

Being unhelpfully helpful can activate all five of these at once. It implies that the person isn’t competent enough to figure it out themselves (status). It introduces doubt into something they thought they might actually have a handle on (certainty). It puts you in their driver’s seat (autonomy). It says that you don’t trust them to figure it out (relatedness). And it makes a gift of something they didn’t ask for, which rarely feels like a gift (fairness).

When the brain registers threat on any of these dimensions, the amygdala fires, cortisol rises, and the prefrontal cortex goes partially offline. The capacities that agency and efficacy most require—curiosity, creativity, lateral thinking, the willingness to consider a view different from one’s own—are the first ones to go. The more we try to help, the more likely we are to activate the very responses that make change harder.

The learning cycle and the problem of sequence

David Kolb’s research on how people learn mapped a four-stage cycle: concrete experience, reflective observation, abstract conceptualization, and active experimentation. The stages matter, but so does where you enter. Most people, particularly those not trained in analytical frameworks, enter the cycle through concrete experience (like an encounter, a sensation, or a story) not through abstraction.

The framework I offered my colleague wasn’t wrong. The problem was sequence. He needed to feel heard. He needed a concrete shift in his experience before he could usefully think about the project management framework. I started at the abstract end. He was at the experiential end.

People working in systems change tend to love ideas, structures, patterns. And we often assume that these are what other people need, or want, in order to engage effectively in systemic work. I’m not convinced of this.

I don’t think our most helpful role is to simplify content for people who can’t handle complexity. It’s about recognizing that most human beings, regardless of education or sophistication, learn by doing before they learn by analyzing. When we design change processes that lead with the framework, a systems map, a leverage points analysis, a diagnosis of what needs to shift, we’re starting at the wrong end of the cycle for most people in the room.

Two pathways through abstraction

Not everyone experiences abstraction the same way, and the difference matters enormously for how we design change work. My colleague David Hodgson, drawing on the cognitive research of Daniel Kahneman and George Loewenstein, identifies two distinct pathways through abstract thinking.

When people feel threatened, depleted, or defensive, abstraction can be a burden. The cognitive strain of processing complex, uncertain, morally-weighted information often triggers avoidance. People withdraw, intellectualize without acting, or resist. This is Kahneman’s threat pathway.

But abstraction can also be a reward. When our curiosity is activated, when there is a gap in our understanding of things that we genuinely want to close, thinking hard about complex things becomes pleasurable. Loewenstein’s research on curiosity describes this as a dopaminergic experience, where the anticipation of resolving an information gap is itself motivating. The same framework, presented in a context of genuine inquiry rather than implied deficiency, can move from threatening to engaging.

The question for practitioners isn’t whether to work with complexity. It’s whether the conditions in the room have shifted from threat to curiosity before we introduce it.

The nervous system as the terrain

Polyvagal theory, developed by Stephen Porges, describes the autonomic nervous system as operating across three distinct states:

• ventral vagal (safety and social connection),

• sympathetic (mobilization and threat response), and

• dorsal vagal (shutdown and disengagement).

Eugene Kirpichov, co-founder of Work On Climate, put it this way in a recent chat: “An analogy comes to mind of throwing wonderful seeds on dry cracked soil and wondering why nothing takes root. Fertile soil is a nervous system that feels safe and ready to process and integrate, which comes from connection.”

Fertile soil is a nervous system that feels safe and ready to process and integrate, which comes from connection.”
- Eugene Kirpichov

That image has stayed with me. We put enormous effort into the content of what we’re doing in systems change spaces, and much less into the conditions that determine how any of it can take root. Our nervous systems don’t learn about safety through exposure to information. They learn through repeated experiences of actually being safe, in the presence of particular people, in particular places, over time. Predictability, warmth, physical comfort, and genuine welcome aren’t the soft stuff that happens before the real work. For our nervous systems, they are the work.

The brain as a prediction engine

Neuroscientist Anil Seth offers the deepest account of why all of this matters. In his research on consciousness, the brain is not a passive processor of reality, but an active generator of it. Locked inside a skull with no direct access to the world, the brain works continuously from streams of electrical pulses, constantly constructing its best guess at what’s out there. “The world we experience,” Seth writes, “comes as much, if not more, from the inside out as from the outside in.” As author Anaïs Nin put it, “We don’t see things as they are; we see them as we are.”

What we perceive as reality is, in Seth’s phrase, a “controlled hallucination” that is continuously shaped by the brain’s prior expectations, beliefs, and predictions. Echoing Bakhtin’s dialogic meaning-making lens, “When we agree about our hallucinations,” Seth observes, “we call that reality.”

This reframes the deficiency problem at a fundamental level. The practitioner who believes they understand the problem (or the system) and that others don’t is not holding the truth while others hold misperceptions. They’re holding a controlled hallucination built from their own position, their own history, their own body and experience. So is everyone else in the room. There are no deficient people. There are different predictions about the same system, each one built from a different set of life experiences.

And it explains why presenting better information so rarely updates people’s mental models of the system. New information doesn’t arrive on a blank slate. It’s processed through existing predictive patterns, filtered by our brains’ prior expectations. Our models only shift when experience disrupts it directly. “We predict ourselves into existence,” Seth writes. And we change our predictions through experience, not argument.

Connecting the 5 Lenses

These five bodies of research are not describing five separate things, but describing the same thing at different levels and speeds.

The brain’s predictive machinery runs on multiple timescales simultaneously:

• The fastest layer is subcortical and somatic: before the conscious mind has registered what’s happening in the room, the nervous system has already run a threat assessment and voted. This is Seth’s prediction engine operating at its fastest speed, through the body, below the threshold of conscious awareness. By the time rational processing begins, the amygdala has already shaped the frame.

• The SCARF domains name the specific social signals that trigger this rapid assessment.

• The learning cycle describes the sequence disrupted when that assessment returns “threat.”

• The two pathways through abstraction show what happens in the slower, cortical layer once the fast layer has set the stage.

The practitioner who leads with frameworks, moral urgency, and the implicit message that others need to catch up, or aren’t enough, trips all five wires at once. The brain, running its threat prediction through the fast somatic layer, generates an experience of being judged, and the rest of the conversation unfolds (or collapses) from there. Before anyone has said anything they’d recognize as threatening, our nervous systems have already responded.

Renée Lertzman, whose research on ambivalence and engagement in environmental and social change contexts informs how I think about this, puts it directly: “Anyone working on system change is working with threat response…No information is neutral. When there’s an affective charge, it directly informs how we cognitively process it.”

An Antidote for Deficiency

The antidote to the deficiency frame is not a more thoughtful or careful version of the same thing, but a different starting assumption:

Everyone in the room is doing their best from what they know, what they value, what they’ve experienced, and what they’re anticipating.

They’re not broken. They’re not behind. They’re not willfully resistant. They’re well adapted to their own stories and to the specific parts of the system they’ve been experiencing, from where they’ve been standing in it, with what they’ve learned to expect. That adaptation isn’t an obstacle to understanding “the system.” It is irreplaceable knowledge about it.

In complex adaptive systems, no single actor holds the complete picture, especially as that picture shifts and changes over time. What each person knows about the system comes from their specific position inside it, and that knowledge is partial and situated, and also real.

When I’m interviewing people about what’s happening in a system, one of the things I remind myself is to believe everyone and believe no one. Each of our perspectives, our truths, carries a genuine piece of the larger, whole truth. None of them can possibly contain the whole truth. The practitioner’s job is to host the process by which different partial truths become visible to each other and add together to a more complete picture, not to curate which truths matter most.

As Lertzman has put it elsewhere, “The practitioner’s job isn’t to manufacture concern. It’s to make it safe for the concern that’s already there to come forward.” People working in or near systems they know aren’t working often carry not resistance so much as competing concerns that result in stuckness and ambivalence: they care AND they feel overwhelmed, they want to act AND they don’t know how, they seek hope AND they’re grieving losses they can’t yet fully name.

When that ambivalence is acknowledged rather than bypassed, when people feel genuinely heard in the complexity of what they’re holding, they’re more likely to engage with calls to action than when they’re given rational arguments alone. The emotional acknowledgment has to come first. Not because feelings matter more than analysis, but because the brain’s fast predictive layer has to register safety before the slower analytical layer can open.

What changes in practice when we know this?

1. We ask the three questions before we offer anything: What are you experiencing? What do you see from where you sit? What do you want? And we actually listen to the answers, even when they’re surprising, even when they complicate our analysis.

2. We share stories before we offer frameworks. As many Indigenous and traditional societies know well, stories engage us differently than frameworks and facts. They invite us into Kolb’s cycle through concrete experience, the most welcoming entrance. They build the relational tissue that is the actual substrate of change. And they do something frameworks can’t: they activate the appetite pathway rather than the threat pathway by creating an information gap that listeners want to close.

3. We design for the nervous system before we design for the agenda. What does the room need to feel like before we can do the work we came to do? What conditions will allow people to move from sympathetic activation toward ventral vagal connection? Physical comfort, genuine welcome, warmth, some predictability about what’s coming to offset the uncertainty inherent in complex change aren’t preliminary to the change work. For the brain’s fast predictive layer, they are the first act of change.

4. And we hold our frameworks more loosely. My colleague didn’t need the scope-resources-time model. The moment I stopped explaining it and asked how I could help, their experience changed. The framework wasn’t wrong in some sense; it just wasn’t helpful. Knowing when to put down our tools is as important as knowing how to use them.

Seth’s claim that “we predict ourselves into existence” keeps ringing true for me.

If this is right, and the evidence suggests it is, then the experience people have while working for positive change isn’t just shaping their mood or their openness. It’s contributing to who we predict ourselves to be, moment-to-moment: as people whose knowledge will matter, or won’t; as people who will be part of the future being built, or not; as people who will be safe enough to be curious, or will brace for judgment. These aren’t just feelings, but predictions the brain is making and acting on. And they persist, creating grooves that deepen our stories about ourselves and what’s possible.

Change the experience, and we begin to change those predictions and patterns. That’s the work: not the frameworks, but the experience of being in the work, which is why the room is never just a container.

If you’re new to this series, The Experience Is the Intervention is the place to start, with four stories that ground the ideas in practice. What Is Experiential Systems Change? names the seven principles behind the approach. This article explains why those principles work.

The series extends an earlier dialogic systems change series, beginning with Making Together.

Reference List

Hodgson, D. (2026, July). Group discussion. Used with permission.

Kahneman, D. (2011). Thinking, Fast and Slow. Farrar, Straus and Giroux.

Kolb, D.A. (1984). Experiential Learning: Experience as the Source of Learning and Development. Prentice Hall.

Lertzman, R. (2015). Environmental Melancholia: Psychoanalytic Dimensions of Engagement. Routledge.

Lertzman, R. (2026, July). Group discussion. Used with permission.

Loewenstein, G. (1994). The psychology of curiosity: A review and reinterpretation. Psychological Bulletin, 116(1), 75–98.

Porges, S.W. (2011). The Polyvagal Theory: Neurophysiological Foundations of Emotions, Attachment, Communication, and Self-Regulation. Norton.

Rock, D. (2008). SCARF: A brain-based model for collaborating with and influencing others. NeuroLeadership Journal, 1, 1–9.

Seth, A. (2017). Your brain hallucinates your conscious reality. TED Global. https://www.ted.com/talks/anil_seth_your_brain_hallucinates_your_conscious_reality

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Russ Gaskin is the founder and co-owner of CoCreative, a consulting and training organization specializing in network weaving, systems change strategy co-design, and facilitation of multi-stakeholder collaborations.

You can learn more about Russ and the thinking behind this publication on the About page.

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