This article utilizes the State of Colorado as a case study in how individual states are adapting and applying federal capabilities-based planning models to their homeland security programs. The article reviews the corrective change in direction taken by Colorado in implementation of homeland security organizational strategies, structures, policies and procedures. The authors' findings lead to conclusions about Colorado's beginning phase of transforming deficient homeland security strategy, incoherent organization, and fragmented planning processes into sound strategy, focused structure, and organized methods. In November 2008, the Center for Homeland Security (CHS) at the University of Colorado at Colorado Springs began a research and mutual support effort with the Colorado Governor's Office of Homeland Security for the purpose of immersing in the state's revitalized homeland security planning cycle. The intent was to gain insight into the state's creation of a new homeland security organization, the application of a new homeland security strategy, and the efficacy of implementing federal capabilities-based planning processes from a strategic and operational perspective, rather than a federal grant application focus. Colorado's shift to a capabilities-based planning process was largely in response to criticism from both the Department of Homeland Security and Colorado state auditors on the use of federal homeland security funds. Audits described the state's strategy as disorganized and its homeland security structure as fractured with poor accountability and little meaningful oversight. This article examines the initial findings of the CHS immersion experience.