We offer a novel conceptualisation of power relations in planning by bringing together Steven Lukes’ and Gregory Bateson’s frames. By studying ‘double-binds’, we can explain both the mechanisms of implicit ‘power over’ and the sources of reflective learning to transcend them and regain ‘power to’. We use the conflict over the Stuttgart railway station to illustrate how the interplay of power and learning suits the analysis of power dynamics in planning processes. In this contentious case, the opposition against the ‘Stuttgart 21’ learnt to frame and resist the large-scale traffic infrastructure and urban renewal project, initiated by the German railway company Deutsche Bahn. The power of the opposition seems to have coincided with the shifts between the three dimensions of power (Lukes), and these shifts become well understood as three cross-cutting levels of learning (Bateson).