This case study uses two theoretical lenses to analyze political events in a Southern California school district: dissatisfaction theory and groupthink. The case study technique of pattern matching was used to frame the analysis (Yin, 2009). Data for 1992-2008 was gathered from interviews, the Orange County Registrar of Voters, newspapers, webpages, grand jury testimony, and other documents. Dissatisfaction theory was evident in the retirement of a controversial superintendent and the turnover of incumbent board seats. The outsiders successfully employed both political and web-based networks to take control of the district. (Contains 5 figures and 4 tables.)