In 2002, during yet another budget crisis produced in large measure by the state's tax-cutting mania, Massachusetts proposed a massive cut in the university's budget. Through an early retirement incentive, the state wanted to reduce the faculty by 10 percent. No one was prepared to fight back. Despite UMass Amherst's long history of activism, and the existence of a faculty senate and a faculty union, there was no real leadership when the budget crisis began. The senate had long been a dormant group, heavy on Roberts' Rules of Order but light on action. The authors' faculty union, the Massachusetts Society of Professors (MSP), an affiliate of the Massachusetts Teachers Association and the National Education Association, had become focused almost exclusively on handling grievances, securing decent pay increases, and heading off offensive proposals by the administration in Amherst and Boston. Over the past seven years, the MSP has been almost completely transformed. This article is a reflection piece, written from a rest stop along the long road of the union toward its goals. The authors look at several key efforts and campaigns in order to describe the ways the MSP has been transformed, in hopes that their experiences will help other unions thinking about ways to be more effective. (Contains 7 endnotes.)