This article is the second of a two-part series that explores a programme of culture change in care homes. In this article, the authors describe their independent development and facilitation of a flexible learning programme for care homes, designed to meet a quality improvement request made by a care home company. The two selected care homes' staff conducted a review of their care culture, as a precursor to their creation of a new care philosophy. These activities provided a firm foundation from which the homes could, in theory, become a Remedial Enterprise Active Learning care home. Although the learning programme was not completed due to unavoidable circumstances, the staff's experiences highlight some of the challenges and successes that may be experienced when seeking to improve care homes' learning culture and practice.