The South is arguably the most generous region of a generous nation. Southerners give to their universities and schools, to their soup kitchens and homeless shelters, to the community United Way, to relief agencies responding to natural disasters, and most specially to their churches and other religious institutions. As a whole, Southerners give more than might be expected of people in a historically poor region. Charitable generosity is splendid, and necessary. But today, charity is not enough. The South also needs more organized philanthropy to boost its competitiveness and address inequities in the 21st century--and the South needs venturesome philanthropy, ready to do different things. The purpose of this report, the sixth in the "State of the South" series, is to examine the bracing era of change that has transformed the region and will continue to do so. In examining how demographic, economic, education, and health trends bear on the work of philanthropy, it advances five overarching findings: (1) A quarter of a century of dramatic advancement has made the South a magnet for jobs and for a diverse array of people who want to work; (2) In the first years of the 21st century, the South fell into a trough of economic stagnation and widening income gaps; (3) A thriving region that works well for all people must pursue two goals simultaneously: competitiveness and equity; (4) Now is the time for an economically vibrant South to produce more of its own philanthropic assets; and (5) The South needs a philanthropy that is bold, innovative, and visionary--philanthropy that serves as the region's "passing gear." Appended are: (1) Acknowledgments; and (2) Sources and resources. [This paper was written with support from the GlaxoSmithKline Foundation.]