What looks great on paper belies the calm duck paddling like mad against currents, rapids, and waterfalls. CNCC's rocky journey to pervasively adopting OER materials in general education. How our "students first" culture, top-down administrative buy-in, assessments, communication and incentives shaped our success. How we pulled through recalcitrant faculty, business operations woes, and crushing work load almost killing it. We hope our story will demonstrate common pitfalls to OER adoption/utilization and how college culture, faculty and their supportive superiors are the keys to success.