This paper seeks to improve our understanding of the emotional and political dynamics that are generated (and too often avoided) in action learning. The idea at the centre of the paper is a distinction between ‘learning-in-action’ and ‘learning inaction’. The phrase ‘learning-in-action’ represents the value of action learning and much of what we know about the productive relationship between learning and practice. For example, we know that action learning can provide a generative learning model for improvements in practice. Membership of an action learning set can assist individuals in the development of strategic actions, which then can be tested and potentially transformed in practice. However, there is another dynamic that is having an effect on learning and the transformation of practice within action learning. This is called ‘learning inaction’ because participants in learning sets also have (conscious and unconscious) knowledge, fantasies and perceptions about when it is emotionally and politically expedient to refrain from action, when to avoid collective action, and the organizational dynamics that underpin a failure to act. Organizational members are often aware of the political limits of learning within organizations without having to be told; we collude with others in order to create limitations on learning and we are often aware of what is and is not going to be seen as a legitimate result of our attempts to learn. We know these things at the same time as we are engaged in action learning. These developments in theory are related to practice through a focus on four action learning sets within the UK Health Service.