What explains change? Edward Feser argues in his ‘Aristotelian proof’ that the only adequate answer to these questions is ultimately in terms of an unchangeable, purely actual being. In this paper, I target the cogency of Feser’s reasoning to such an answer. In particular, I present novel paths of criticism—both undercutting and rebutting—against one of Feser’s central premises. I then argue that Feser’s inference that the unactualized actualizer lacks any potentialities contains a number of non-sequiturs.