Licensed nurses are often identified as a major barrier to the successful implementation of nursing home culture change initiatives, but there is little knowledge of their perceptions of the culture change experience. This study was designed to explore licensed nurses' perceptions of organizational culture and work environment, as well as perceptions of factors that influence the adoption of a specific culture change initiative, the Wellspring Program. All licensed nurses ≥.25 FTE from two nursing homes were invited to complete surveys. Overall response rate was 57% (N=47): 55% from Facility One (n=27) and 61% from Facility Two (n=20). A subset of 13 respondents, targeted for their increased length of tenure in their nursing home, was invited to participate in an interview. Data were triangulated to determine complementarity. Three themes emerged from the data: Confusion over culture change and the role of the licensed nurse, Conflict over the integration of traditional care models with a resident-centered model and Commitment to the resident as an individual and to providing quality nursing care. What is perceived by administrators as nurses' "resistance to change" may, in fact, be a struggle by licensed nurses to make sense of the motivation and reasoning for changes or to understand the actual changes and their roles in the change process.