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This mini-case set describes the challenges facing the new leadership of Richmond's Virginia Museum of Fine Arts (VMFA) to revitalize and save the Museum. Alex Nyerges and Michael Taylor arrived in 2006 at a key point in the institution's history. Membership was flagging at around 5,000, and a major construction project was USD20 million over budget. Residents of Richmond felt increasingly disconnected from the museum. Some even viewed its collection as irrelevant to modern life. Nyerges and Taylor faced difficult decisions regarding membership fees, museum hours, and the need to establish community engagement. As with other museums across the nation they also faced the daunting challenge of attracting younger patrons and families while preserving the older donor base. This case set is suitable for a class in Change Management, Designing for Growth, or any Nonprofit or Leadership class.