This research was undertaken as a policy trajectory study (Bowe et aI, 1992) which explores complexities at the 'meso' level of policy implementation. It examines the case of the National Literacy Strategy (NLS) which was introduced to all primary schools throughout England in 1998. Together with the Numeracy Strategy which followed in 1999, this was said to be 'the most ambitious large scale educational reform initiative in the world' (Earl et aI, 2003:11). During 2005 and 2006, data were generated through semi-structured interviews with four national directors who had created the detail of the NLS framework and two regional directors who took national directives to Local Education Authorities (LEAs). In three contrasting LEAs, managers of the strategy and six literacy consultants were interviewed, their accounts set alongside those of five teachers in schools. Throughout, the research examines how the NLS originated and was developed by individual people; how they interpreted and mediated policy statements in practice. The focus here is on the personal. How participants undertook this work in the context of wholesale, system-wide educational reform is examined. Actors' sense of themselves as professionals within complex and changing organisational structures is also explored. Particular interest is paid to those who worked as mediators and interpreters ofNLS policy, positioned between those who created national materials and teachers who enacted NLS policy in their classrooms. These mediators were the regional directors, LEA strategy managers and consultants referred to as a 'bridge' by researchers commissioned to be 'critical friends' of the strategy (Earl et aI, 2003). This is the origin of the metaphor used in the title of this study. Using critical discourse analysis (Fairclough, 1995) and calling upon some of Foucault's understandings, the effects of power within these complex and turbulent spaces are better understood. Working betwixt and between national, regional and local sites, directors and consultants used their particular liminal knowledges to engage, mediate, re-negotiate and re-create policy, which was enacted in primary classrooms. Here, mediators personified policy, embodying and articulating technologies of disciplinary power whilst sometimes creating less turbulent spaces where the generation of power and knowledge took place. Foucault's metaphor of a panopticon is borrowed to show how the national policy was implemented at speed. The effects of power ran through the whole fabric of the system, visible at its most peripheral, in the reported exchanges and recollections of teachers and consultants who worked closely together. Here, Foucault's metaphor of a panopticon as an asylum is used and extended to explain how the effects of power worked in these complex and turbulent spaces. A metaphor of the circulatory system of the body is used as an analogy for the way in which the NLS was implemented, explaining many positive, constructive and pleasurable effects of power. The study concludes with a warning that undemocratically imposed, system-wide reform agenda is inherently dangerous. This research has contributed to a better understanding of policy implementation. The focus upon the meso level, with accounts by directors and consultants, together with teachers who worked with consultants, gives insight into the professional lives of those who work betwixt and between locations. This is lonely and isolating work with emotional consequences for those who undertake it. The contributions here therefore, include some of the personal, human consequences of change. The research shows there are some knowledges about change that are important to bring to all who work to bring about major reform. It also reminds us, as Foucault (1974) has insisted, that we are all 'freer than we feel', and that we can fight our fears most effectively by unmasking those forms of power that seek to dominate.