Why do some militaries thrive while others falter when faced with technological change? Studies of militaries and technology have tended to treat innovation as a binary concept: either the military innovates and adapts, or it does not. This research, however, indicates that this dualistic view of innovation is mistaken, that in fact militaries respond to change in a number of ways, one of which can have long-lasting effects at the geopolitical level. By examining the development of air power between World War I and the end of World War II, this work seeks to answer the following questions: Under what conditions can technological change contribute to a disruption in military affairs, and how and why do militaries fall short of achieving them? I contend that the answers to these questions lie in characteristics of the militaries themselves, specifically aspects of their nature as large bureaucracies and their relationships with the technology they wish to exploit. Analysts often treat militaries either as homogenous social institutions, responding to domestic or international conditions in similar ways, or as idiosyncratic projections of the leaders at their helm. I argue, by contrast, that militaries vary systematically in how they process change and how they perceive and interact with technology, and that these variations help explain how and why some militaries are able to exploit technological discontinuities while others struggle.The mechanisms for these responses can be complex, but broadly stem from the need to overcome two sets of challenges. The first involves the nature of large bureaucracies and their tendency to stifle innovation through organizational inertia, bounded vision, and complex interdependencies. The second derives from the nature of technology itself: its propensity to induce uncertainty and the dual-natured and interpretively flexible relationship it holds with the organization that utilizes it. As this research demonstrates, a military's ability to maximize the potential offered by a technological discontinuity is largely dependent upon its ability to mitigate these challenges, thereby allowing it to adapt vertically, at all levels of leadership and warfighting, and integrate new capabilities horizontally, across a range of elements of warfare.