This paper will examine the concept of learning as a disruptive activity, it will be particularly of interest to e-learning practitioners and developers who have an interest in the nature of the learning experience. It will put forward a range of theories concerning the nature of learning, information and knowledge, the nature of psychological change – and Brooks’ Fundamental Equation model which attempts to quantify this change, and the place of boundary or ‘threshold’ events in knowledge structure change. This micro element of change will be mapped to wider theories of how paradigms change as put forward by Thomas Kuhn, and the theory of anarchic development as proposed by Paul Feyerabend. The paper concludes by putting forward methodologies which may point the way to the implementation of these theories in the pedagogic development of e-learning.