Factors that constitute resilience can themselves change over time in social-ecological systems. This poses a major challenge for understanding resilience and suggests greater investigation is needed of how social-ecological systems evolve through time and how to manage along more resilient pathways given continuous change. Resilient pathways account for the changing context of socialecological systems, such as changing management discourses and their societal inclusiveness, changing system boundaries and external connections, and lingering consequences of past management actions. In this paper I use two well-known conceptual frameworks to explore change in social-ecological systems and associated resilience in the case of water management in South Africa, which is undergoing a major transformation: (1) the conceptual framework of the Millennium Ecosystem Assessment (MA) and (2) the adaptive cycle described by Holling and others. Both frameworks, with minor adaptations, illustrate the system's shift from a centralized command-and-control style bureaucracy to a decentralized system guided by new legislation and a vision to balance efficiency, equity, and sustainability. During the former era, water managers attempted to maintain system stability and productivity through institutional and technical means that favored certain sectors of society, but resilience of the water management system declined as a result of increasingly unpopular policies and loss of ecosystem services. In using both frameworks, it becomes clear that the water management system contains two distinct social subsystems, representing South Africa's previously advantaged and disadvantaged populations, and that these do not progress through the phases of the MA framework and adaptive cycle uniformly. This implies particular challenges for achieving the water management vision: (1) the potential for management discourses to be manipulated by powerful groups, (2) equity issues that reflect new system boundaries that extend beyond South Africa's borders, and (3) past overallocation and poor management of water that make the previous level of privileges unattainable today. The South African water sector is a compelling case because of its dramatic transformation with as-yet unknown outcomes, but it presents challenges that are common among many large-scale social-ecological systems. With great international interest in operationalizing resilience definitions and frameworks, this exercise suggests the need to revisit definitions, continue applying these frameworks, and adapting them to capture variations in social-ecological systems.