The purpose of this paper was to examine the State of Maryland as a case study of sustained change efforts in the service delivery system for children with significant behavioral health needs and their families. A punctuated equilibrium paradigm is introduced to describe Maryland's behavioral health system transformation over the course of three decades. The context and specific strategies that characterized Maryland's execution of its recent Mental Health Transformation State Incentive Grant are highlighted. There is a discussion of one of the pinnacle achievements of Maryland's transformation efforts, the recent statewide establishment of care management entities for children with behavioral health challenges, and its implications for behavioral health in the context of health care reform changes. This case study illustrates how a state can systematically and incrementally develop systems of care for children and families that are values-based, sustainable, and flexible.