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This research contributes to understanding emotional and political challenges experienced by middle managers as they work with contradictions inherent in leading change from the middle. Focus group data from 27 such middle managers based in the UK indicate that, once they have been assigned roles and tasks for leading change, underlying dynamics and processes influence the degree to which they become capable (or unable) to shape and navigate that change. A proposed conceptual framework, illustrated by a case vignette, provides a base of existing knowledge for understanding and explaining these dynamics. We also construct a model of the key tensions that are integral to middle managers leading change. A further contribution to practice involves elaborating the importance of collaborative effort across hierarchical and vertical boundaries, despite emotional and political tensions that undermine middle managers’ roles as change agents.