"School Budget Hold'em" is a game designed to help school districts rethink their budgeting process. It evolved out of Education Resource Strategies' (ERS) experience working with large urban districts around the country. "School Budget Hold'em" offers a completely new approach--one that can turn the budgeting process into a long-term visioning exercise around how the district can best serve its students. The game format enables school leaders and colleagues to step outside of the constraints of day-to-day decision-making and review the district's resource use in a more integrated way. As one creates "hands" of investments and savings options that extend beyond typical operational efficiencies, one will see possible ways to improve district performance while still meeting budget reduction goals. Much of the power of "School Budget Hold'em" comes from playing the game with others and engaging in a dialogue about what is possible even in these tough fiscal times. The important thing to remember is that there are no right or wrong answers. What matters is what is right for one's district. "School Budget Hold'em" can be useful in many different contexts and in many different ways. The authors have seen it work successfully with: (1) district leaders looking to find a way to address a looming budget reduction; (2) school board members looking for how to best support districts to make difficult choices that maximize student learning; (3) state policymakers and education advocates looking for how to best support districts to make difficult choices that maximize student outcomes; (4) parents and community members looking to get an introduction to district budgeting; (5) education policy students looking for a hands-on approach to complement their coursework; and so much more!