There is nothing so practical as a good theory, asserted Kurt Lewin. Recently Alexandrova (2017) highlighted the need for a mid-level theory of wellbeing to fill the gap between high level theories of wellbeing from philosophers (ie hedonism, eudaimonism and subjectivism) and the proliferation of constructs of wellbeing from scientists. Moreover, as wellbeing is a multidisciplinary construct how do we coherently integrate different approaches, with public policy in mind? Systems science and improved modelling technologies hold promise for such a complex endeavour. This presentation will outline the scaffolding of Thriveability Theory, a mid-level theory of wellbeing which combines Amartya Sen's Capability approach and the systems concept of emergence, to conceptualise wellbeing as an lived experience emerging from the interaction between inputs eg education, situations eg interactions, constraints eg poverty, and capabilities eg wellbeing literacy. Thriveability Theory identifies key obstacles to aim to be "free from", and 12 capabilities which assist one to be "free to" have lived experiences of wellbeing. The three types of emergent lived wellbeing experiences are those of connection, capability and contentment. Hedonic related states, (ie happiness), including pleasure/pain and positive/negative emotion, are seen as feedback within this system. Do not pursue happiness, prepare for wellbeing.