With its 208 schools, 130,000 students, and 19,000 employees, Prince George's County Public Schools (PGCPS) in Maryland is one of the country's largest school districts. Serving a high-poverty student population from urban, suburban, and rural communities, the district requires leadership that can enable its learners to combat the conditions of poverty and meet the rigors of college and the workforce. Despite nationally recognized, innovative initiatives to provide students with arts integration, environmental and financial literacy, and language immersion, Prince George's faced continual turnover at the executive leadership level over the last 15 years, significant gaps in student achievement, and community mistrust. Kevin M. Maxwell assumed the helm of chief executive officer in 2013, remained for the duration of his four-year contract, and will enter into a second contract this fall. Maxwell's vision, leadership, and stability have positioned the district to achieve its goals, particularly around leader development. With a progressive superintendent in place and a grant from the Wallace Foundation, the district conducted a gap analysis in 2013 covering communication and community engagement, teaching and learning, operations and finance, and organizational efficiency and effectiveness. As part of that effort, the district set five goals: (1) to ensure that teaching and learning produces college- and career-ready students; (2) to transform community relations through transparent communication and relationship building; (3) to create an organizational structure centered on enhancing teaching and learning; (4) align resources to system priorities; and (5) establish a transition team to conduct a thorough review of the system. Most important to supporting leadership development is the learning culture that was created amidst this work- reflection on efforts, listening to colleagues, learning together. For this district many improvements were made in human resources, talent development, work between and among various departments, and systems by embracing a learning culture.