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In December 2002, Massachusetts Governor-Elect Mitt Romney raised eyebrows when he appointed Douglas Foy to the newly created cabinet-level post of secretary of commonwealth development. Many assumed that Romney, a ‘pro-business’ Republican, and Foy, arguably the most prominent conservationist in the state, would make a poor match. But the two shared an interest in ‘smart growth’ - broadly speaking, a policy that sought to steer development toward city and town centers and to preserve open space - as an antidote to what they considered to be the negative effects of sprawl in Massachusetts. As Commonwealth Development Secretary, Foy was given influence over the transportation, environmental affairs, and housing budgets, and a strong mandate from the governor to promote smart growth in the state. Advancing a smart growth agenda would, however, be a challenge in a state where cities and towns were dependent on property tax revenues to fund most government services, and jealous of their prerogatives to zone as they saw fit. Moreover, Foy would be taking on his new job at a time of severe fiscal crisis in Massachusetts. This case describes both the goals of, and the challenges to, Foy''s smart growth agenda; it provides background on past efforts to manage growth in Massachusetts and a prospective look at current issues in zoning and municipal finance in the state. The sequel outlines Foy''s chief initiatives during his first two years in office. Beyond the specifics of its discussion of planning policy, however, this case serves as a vehicle for discussing what happens when an issue advocate joins government and must seek ways to gain results. In this instance, the advocate/protagonist’s challenge is complicated by the fact that he has only limited authority - and must, instead, seek to use the backing of the Governor to overcome institutional resistance both from other state agencies with their own goals and mandates, and from local governments, which have greater authority over land use that the state itself. Thus, the case, although nominally about land use planning, is, at the same time, very much about a leader who has been given more responsibility than he has authority.