Air Force Smart Operations for the Twenty-first Century (AFSO 21) is the Air Force's initiative to recapitalize funds by maximizing value and minimizing waste in operations. This is a fundamental shift by the Air Force toward a desired end state of continuous process improvement. Will AFSO 21 change the culture of the Air Force? A successful change requires a balance between the system components of culture, vision, structure, leadership, and systems. Air Force leadership may avoid failure in its AFSO 21 implementation if it addresses potential failure points before they fester and take root. The first potential failure point is focusing only on culture and thus creating an unbalanced system or organization. The next potential failure point is the inflexibility of the Air Force structure. A third potential failure point is its human resource management systems. When it comes to "quality" programs, Air Force midlevel officers are experiencing deja vu. How will midlevel officers accept it? The failure to win over Generation TQM, the midlevel officers, is a fourth potential failure point for the sustainment of AFSO 21. Does the Air Force have a vision for AFSO 21? The Air Force must rectify this disparity between vision and message and remove a final potential failure point in sustaining AFSO 21. This paper identifies potential failure points associated with the changing Air Force culture. Overall, the Air Force's change plan appears to be proceeding according to schedule. However, it does not appear that the Air Force is adequately planning for a long-term sustainment of AFSO 21. There is still time for Air Force senior leadership to correct the system's alignment and put AFSO 21 on track for long-term sustainment. A culture of continuous process improvement will take root once the Air Force leadership fully commits to AFSO 21.