This paper explores the processes of policy-making, budgeting and service implementation in three provinces of South Africa, drawing on interviews with health managers at different levels of government. It illustrates how the process of decentralisation creates disjunctures between the policy-making authority of higher levels of government and the implementation capacity of service provision levels. It also explores the complex dynamics between those responsible for specific policies, such as reproductive health policies, and those responsible for managing the integrated delivery of all policies, with their resultant contestations over authority and resources. The pace of change in South Africa and the enormous capacity it requires, both in relation to financial management and the technical skills needed for specific programmes, has created a sense of frustration and demoralisation. Whilst shortage of financial resources, particularly as reflected in shortage of staff, is frequently assumed to be the biggest constraint in this context, most managers identified other issues, particularly staff morale, as greater barriers to the delivery of high quality health services. The paper concludes that it is the complexity of experience and feelings described by health managers that may determine the extent and quality of service delivery. For this reason, both practice and research need to give greater attention to issues of power relations and personal experience of change.