In 2013 California adopted a new funding formula that includes a significant reinvestment in public education after years of budget cuts. The new law allocates funds differently, directing more resources to students with higher needs and providing more local control and greater transparency. This revolutionary change presents California districts with the opportunity to fundamentally transform how they use resources. But with an influx of funds after years of budget cuts comes a temptation to simply reverse the cuts. This paper explores how districts can seize this moment to create systems that ensure all students reach new, higher standards. We argue that districts should: (1) Think strategically; (2) Think transformation; and (3) Think school leader empowerment. And we offer seven ideas for how districts can transform the way they use resources by connecting their people, time, and money to student and teacher needs