Pennsylvania’s State System of Higher Education (PASSHE) comprises 14 universities that are deeply embedded in the communities they serve, and together enroll 100,000 students. Without question, the system’s universities provide the most affordable 4-year educational option in the state, using a highly personalized delivery model and workforce-aligned credentialing pathways. The system’s universities are also experiencing the usual range of challenges that are known in public higher education, though they are far more acute and in higher doses here in Pennsylvania: lagging public funding (Pennsylvania ranks 48th in the nation in per capita funding for higher education) is forcing tuition increases that have depressed enrollments (down nearly 20% since 2010), with the biggest declines among students from families earning less than $110,000 per year. Meantime, the number of high school graduates in the state is declining, the higher education marketplace in the state is overcrowded, public resources are thinly spread; and statutory and regulatory constraints are imposing additional costs and creating inefficiencies that are constraining universities’ agility in responding to rapidly changing market conditions. In response, the system is fundamentally redesigning itself so that it will not only survive but thrive into the 21st century. In doing so, it is self-consciously forging a path for public higher education recognizing that so many universities and university systems will follow PASSHE into these very troubled waters within a decade.