This is the story of a small law school that, through force of will, transformed itself into something quite different. For most of its history, the law school was the branch campus of a for-profit, non-ABA (American Bar Association) accredited, Orange County law school that served principally part-time evening students in the San Diego area. More than half of the entering class did not survive to graduation and, of those who graduated, fewer than half passed the California bar exam, the toughest in the nation. Over the space of six years, the law school separated from its parent institution, adopted a new name, became the first for-profit law school in history to gain ABA accreditation, converted itself to a nonprofit law school and attracted a nationally based student body, becoming second only to Stanford among California law schools for its geographic diversity. By that time, the law school was ranked fifth in the nation among all American law schools for the quality of academic life on campus. Applications for admission rose tenfold, the academic dismissal rate fell to about 5 percent and the pass rate on the California bar exam began a steady climb, exceeding 75 percent when this narrative ends. Graduates were receiving offers from major law firms in New York, Washington, Los Angeles and other cities. The law school became predominantly full-time, but continued to admit significant numbers of nontraditional, part-time students and, as a result of these changes, was able to offer them a better education and a more valuable degree. This story demonstrates what can be achieved through a commitment to excellence and a belief that people matter.