In 1999, after 25 years of stable leadership from a single CEO, the University of Wisconsin Hospital and Clinics (UWHC) Authority Board named a new CEO. The 471-bed academic medical center had recently experienced significant change and challenges. In 1996, it had emerged as a public authority, a statutory designation by the state of Wisconsin that moved the hospital and clinics from the University of Wisconsin and the state of Wisconsin, and created it as a quasi-public entity with its own board. In 1999, when the new CEO was named, the hospital was experiencing a loss of revenue and market share, operating deficits, a 22 percent nurse vacancy rate, and patient satisfaction scores below the 40th percentile. The first task assigned to the new CEO by the board was the development of a new strategic plan that would reverse these trends and position UWHC as a premier academic hospital. The CEO began a strategic planning process that involved leaders, physicians, and staff from throughout the hospital and clinics, its affiliated medical school, and the physician practice plan. This article describes the collaborative, integrative, and communicative strategic planning process UWHC used; details the organization of the process; describes the results achieved by UWHC; and lists the lessons learned along the way.