This document discusses the problems with the current K-12 education system and envisions possibilities for transformation. It outlines pockets of innovative schools doing brilliant work and argues we need to organize and showcase these models. The document also presents three paradoxes: that pleasure in learning leads to tough intellectual work; community and place will matter more as education is untethered from school; and we must invest in community as worldwide learning increases. It believes transformation will occur through diverse grassroots means upholding core values. Learning is profoundly influenced by context, and state control of content will diminish while commitment to caring places for youth increases. Markets privilege privilege and choice masks cynical individualism; the moral conversation around children's caring and effectiveness must be reclaimed.