We offer a reflection on our own praxis as designers and developers of a learning system for mature-age students through the Open University (OU) UK?s internationally recognised supported-open learning approach. The learning system (or course or module), which required an investment in the range of 0.25?0.5 million to develop, thus reflects our own history (traditions of understanding), the history of the context and the history of cyber-systemic thought and praxis including our own engagement with particular cyber-systemic lineages. This module, ?Managing systemic change: inquiry, action and interaction? was first studied by around 100 students in 2010 as part of a new OU Masters Program on Systems Thinking in Practice (STiP) and is now in its fourth presentation to around 100 students. Understanding and skills in systemic inquiry, action and interaction are intended learning outcomes. Through their engagement with the module and each other?s perspectives, students develop critical appreciation of systems practice and social learning systems, drawing on their own experiences of change. Students are practitioners from a wide range of domains. Through activities such as online discussions and blogging, they ground the ideas introduced in the module in their own circumstances and develop their own community by pursuing two related systemic inquiries. In this process, they challenge themselves, each other and the authors as learning system designers. We reflect on what was learnt by whom and how and for what purposes.