This presentation will occur in three parts.  The first part will offer clinical examples where the failure to speak up and draw attention to various system failures contributes to unfortunate results, e.g., especially harm-causing errors, as well as work environments marked by poor morale.  The second part will explore reasons why health professionals and student health professionals often resist speaking up.  In addition to fear of retribution, attention will be called to the ways that people rationalize or excuse their failure to call attention to underlying system failures.  The presentation will conclude with a host of recommendations where health care organizations can cultivate an environment that promotes constructive comment and action plans aimed at system improvement.