In 1974, John G. Sperling left a tenured position at San Jose State University with $26,000 in savings to start an academic program for working adults. In the beginning, he ran the operation out of his house. The program soon outgrew the house, Sperling relocated to Arizona, and the program adopted the name of that state's capital. Now the University of Phoenix has close to 400,000 students, more than 200 campuses and 26,000 faculty members, and is valued at roughly $10-billion. Not everyone thinks that Phoenix's wild success is a good thing. The university has always had its critics, some of whom simply do not believe that an institution of higher learning should turn a profit. Its occasional scandals have reinforced the notion that Phoenix cares more about shareholders than students. The company has also paved the way for numerous imitators and helped promote the idea of students as customers, none of which has endeared Phoenix to its detractors. This article traces how John G. Sperling, a history professor, became the pioneer of the for-profit revolution.