Despite long-standing and widespread opposition to new taxes, in 2004 Californians approved a so-called millionaires tax, levied on those with taxable net income over $1 million. The proceeds, estimated to be $700 million to $1 billion per year, can only be spent on improving mental health services for people with or at risk of a disabling mental disorder. Progress has been made in access to services, prevention programs, supported housing, and integrating mental health with the other human services. Challenges include a complex administrative structure, a paucity of change agents, a less-than-robust oversight and accountability process, and high public expectations.