What does it take to transform a large, bureaucratic institution with a fractured culture and a compliance orientation into a nurturing, collaborative, vision-directed organization? In 2017, the California Department of Education's Expanded Learning Division (after-school and summer programs) took a radically different approach by cultivating the shared humanity of those in their system. This brief was produced as one of two final reports on a humanistic and systems thinking approach to cultural change in this large scale state organization. [For "A Humanistic Approach to Scaling Up," see ED605425.]