What does it take to transform a large, bureaucratic institution with a fractured culture and a compliance orientation into a nurturing, collaborative, vision-directed organization? This report and the accompanying research brief endeavor to answer that question by examining a humanistic and systems thinking approach to cultural change that took place over a period of two years in a large-scale, state organization. More often than not, institutions that want to change start by cultivating employees' understanding of the need for change. They implement strategies that focus on increasing efficiency and satisfaction through structures and policies rather than spending time at the human, individual level of the system. The underlying principal of that traditional approach treats employees as cogs that can either muck up the works in opposition to change or ease the turning of the wheel by complying. In other words, the focus is most often on employee as object, rather than employee as human. In 2017, the California Department of Education's Expanded Learning Division (after-school and summer programs) took a radically different approach by cultivating the shared humanity of those in their system. They followed a theory of change that recognized that educational improvement is a human endeavor and focused efforts on the growth and development of the adults responsible for the growth and development of children. By taking time for meditation, personal reflection, and relationship building, they acknowledged that human growth and development take time and support. Their success was guided by their clear, consistent, and compelling goal: more children experiencing high-quality afterschool programs. [For "A Humanistic Approach to Scaling Up. Research Brief," see ED605434.]