The University of California (UC) is a research-intensive institution that is widely considered to be the best public university system in the United States. A total of 147 years of sustained academic distinction has made admission to UC's nine undergraduate campuses among the most competitive in the nation. More students apply to UC than any other system in America. Last fall, UCLA alone received over 100,000 applications for admission to the freshman class, with Berkeley and San Diego close behind with nearly 90,000 each. Volume is not the university's only problem. Over the past decade, applicants were submitting increasingly higher GPAs and test scores--the traditional markers of college preparedness. In 2014, for example, UC received applications from approximately 35,000 students who had high school GPAs in excess of 4.00 along with near perfect SAT scores. With only about 33,000 seats in the entire freshman class, UC had insufficient room even for ostensibly "perfect applicants." Anticipating both the increase in applications as well as a more qualified applicant pool, the University's Board of Regents radically altered the admissions process in 2002, instituting a new policy called "comprehensive review." This article describes the change that was designed to move the University away from a simple consideration of high school GPA and standardized tests scores to one that required UC admissions officers to consider everything in each applicant's file.