There has been broad agreement about how to characterise the processes of 'modernisation' of the public sector in welfare societies, but rather less consensus on the impact of this modernisation on professionals. This paper takes critical care in England as a case study to explore how professionals in one setting account for the changes associated with modernisation. In contrast to reports from other arenas, critical care professionals were positive about the processes and outcomes of 'modernisation' in general, and there was a surprising lack of nostalgia in their accounts of organisational changes. However, joking comments suggested considerable scepticism about the initiatives explicitly associated with the national organisation that was charged with 'modernising' critical care, the Modernisation Agency. We suggest that the relative optimism of staff is in part explained by historical and political contingencies which meant that critical care, as a relatively new clinical specialty, benefited in tangible ways from modernisation. Further, all staff groups were able to attribute gains, rather than losses, in autonomy and authority to the modernisation of critical care. Their accounts suggest that modernisation can be a professionalising strategy, with responses to change being neither resistant nor compliant, but sceptically strategic.