This article describes a large national research project that followed a range of multi-agency teams, within newly formed Children's Services in England, as they began to change and develop as a result of national and local policy changes. As the title suggests, the focus of the research was to observe the learning that was taking place and to offer approaches to facilitate the group learning. The approach is novel in that it employed a specific theoretical approach to the work; namely, the use of cultural–historical activity theory (CHAT), to analyse what was happening in the research sites and to structure and facilitate the intervention workshops. The findings reflect what was happening within teams, at individual, group and systemic levels. They also add to the body of knowledge that is accumulating in the application of activity theoretical approaches to work-place learning. Some of the findings are expanded to offer suggestions for similar teams to consider as they make transitions within ever-changing, expanding Children's Services. These include recommendations for professionals regarding the child and the wider context, aspects of professional role and focus of work, developing new tools, reconsidering existing rules, and examining values and pedagogic approaches in the work-place.