The reversal of mass incarceration necessitates not only designing genuine alternatives but transforming the dominant national mindset. Boutique prisons constitute a second reform which can sustain or expand incarceration. Those who have benefited from mass incarceration will find new ways to resist change, new ways to brand and deliver their commodity. Capturing the big picture requires looking at several aspects of what some of us call the prison industrial complex. A quick snapshot of the nation's four largest prison systems sheds considerable light on the complex dynamics involved. The upbeat version of recent criminal justice history in Texas characterizes the state as a poster child early adopter of prison reform. California presents another version of the reform scenario: a set of administrative changes forced down the throat of the governor by a federal court decision. This chapter focuses on the federal system, the nation's key carceral growth area.