ABSTRACT. The commodification of peasant livelihoods through export-oriented aquaculture has brought about significant socialecological changes in low-lying coastal areas in many parts of Asia. A better understanding of the underlying drivers and distributional effects of these changes requires integration of social and ecological approaches that often have different epistemological origins. Resilience thinking has gained increased traction in social-ecological systems research because it provides a dynamic analysis of the cross-scalar interactions between multiple conditions and processes. However, the system-oriented perspective inherent in resilience thinking fails to acknowledge the heterogeneous values, interests, and power of social actors and their roles in navigating social-ecological change. Incorporation of political ecology and well-being perspectives can provide an actor-oriented analysis of the trade-offs associated with change and help to determine which state is desirable for whom. However, empirical demonstrations of such interdisciplinary approaches remain scarce. Here, we explore the combined application of resilience, political ecology, and well-being in investigating the root causes of social-ecological change and identifying the winners and losers of system transformation through empirical analysis of the differential changes in farming systems in two villages in coastal Bangladesh. Using the adaptive cycle as a structuring model, we examine the evolution of the shrimp aquaculture system over the past few decades, particularly looking at the power dynamics between households of different wealth classes. We found that although asymmetric land ownership and political ties enabled the wealthier households to reach their desired farming system in one village, social resilience achieved through memory, leadership, and crisis empowered poorer households to exercise their agency in another village. Material dimensions such as improved living standards, food security, and cash incomes were evidently important; however, freedom to pursue desired livelihood activities, better environmental quality, mental peace, and cultural identities had significant implications for relational and subjective well-being.