Biosphere Reserves attempt to align existing biodiversity conservation with sustainable resource use, specifically for improving socio-economic circumstances of resident communities. Typically, the Biosphere Reserve model is applied to an established landscape mosaic of existing land uses; these are often socio-ecological systems where strict environmental protection and community livelihoods are in conflict, and environmental degradation frequently accompanies "use". This raises challenges for successful implementation of the model, as the reality of the existing land-use mosaic undermines the theoretical aspirations of the Biosphere concept. This study focuses on the Kruger to Canyons Biosphere Reserve (K2C), South Africa; a socio-ecological landscape where formal conservation is juxtaposed against extensive impoverished rural communities. We focus on land-cover changes of the existing land-use mosaic (1993-2006), specifically selected land-cover classes identified as important for biodiversity conservation and local-level resource utilization. We discuss the implications of transformation for conservation, sustainable resource-use, and K2C's functioning as a "Biosphere Reserve". Spatially, changes radiated outward from the settlement expanse, with little regard for the theoretical land-use zonation of the Biosphere Reserve. Settlement growth tracked transport routes, transforming cohesive areas of communal-use rangelands. Given the interdependencies between the settlement population and local environmental resources, the Impacted Vegetation class expanded accordingly, fragmenting the Intact Vegetation class, and merging rangelands. This has serious implications for sustainability of communal harvesting areas, and further transformation of intact habitat. The distribution and magnitude of Intact Vegetation losses raise concerns around connectivity and edge effects, with long-term consequences for ecological integrity of remnant habitat, and K2C's existing network of protected areas.