Communities that undertake systems change in accordance with the system of care philosophy commit to creating new systems entities for children and adolescents with serious emotional disturbance. These new entities are values-based, voluntary, and cross-agency alliances that include formal child-serving entities, youth, and families. Describing the scope and intent of one such implementation of systems of care, a mental health administrator commented, "If we're going to change things, it has to be systemic" (B. Baxter, personal communication, December 2, 2005). This paper explores the concept of "systemic" in the context of systems of care. Systems theory is used to understand strategies of purposeful systems change undertaken by stakeholders in established system of care communities. The paper presents a conceptual model of systems change for systems of care that is grounded in data from a national study of system of care implementation (Research and Training Center for Children's Mental Health in Case Studies of system implementation: Holistic approaches to studying community-based systems of care: Study 2, University of South Florida, Louis de la Parte Florida Mental Health Institute, Research and Training Center for Children's Mental Health, Tampa, FL, 2004). The model is based on Soft Systems Methodology, an application of systems theory developed to facilitate practical action around systems change in human systems (Checkland in Systems thinking, systems practice, Wiley, Chichester, 1999). The implications of these findings to real world actions associated with systems change in systems of care are discussed.