In this case study, we document challenges to reform implementation posed by line staff, supervisors, and managers during a large-scale realignment of the Kansas Department of Corrections (KDOC) in which they sought to replace a traditional approach of "risk containment" focused on surveillance and incarceration with a new model of "risk reduction" focused on service delivery and reintegration. We draw on interviews, observations, and archival research to document the staff's discursive challenges to the rollout of the new policy. More specifically, we describe how varying challenges to the reforms-"denial," "dismissal," and "defiance"-reflect actors' positions within the organization, the local contexts in which they operate, and more general frames of interpretation of the long-term orientation of the KDOC. We integrate these perspectives to contribute to the ongoing expansion of conventional models of penal change that highlight the role of actors and local social and institutional context as moderators of the gap between "law on the books" and "law in action."In 2006, the Kansas Department of Corrections (KDOC) formalized an agency-wide, multiyear process of reorganization. The series of reforms-collectively known as the Kansas Offender Risk Reduction and Reentry Plan (KOR3P)-were intended to replace the KDOC's traditional approach of risk containment focused on surveillance, enforcement, and incarceration with a new model of risk reduction focused on rehabilitation, service delivery, and prisoner reintegration (KDOC, 2006). As noted in The New York Times, the initiative was aimed at offering "a hand instead of cuffs" (Eckholm, 2008). Through these reforms, new programs were established and corrections officers, counselors, and parole officers were retained in new assessment tools, new communication techniques, and new intervention protocols. Additional positions were created through an upgraded division of Reentry Services staffed with specialists in charge of coordinating services for high-risk prisoners and parolees (Pellant et al., 2007). Finally, also through these reforms, collaborations with partners were realigned, recentralizing *We are grateful to Rosemary Gardner and the anonymous reviewers of Criminology for their helpful suggestions, comments, and guidance.