To what extent can outsiders impose sustainable change on insiders acting within existing institutional arrangements? This paper explores this question in the context of the American Reconstruction experience in Memphis, Tennessee. Employing the framework of social orders developed by North, Wallis, and Weingast (2009), we contend that Memphis was a limited access order on several important margins. Reconstruction policies failed to appreciate the realities in Memphis, resulting in the 1866 riots. We provide insight into the reasons for the Memphis Riot and offer implications for current and future efforts by outsiders to engage in institutional change.