The new, reformist government of Mikheil Saakashvili that came to power following the 2004 Rose Revolution needed to dramatically upgrade public services, beginning with the police. The police in Georgia were underpaid, poorly trained, and rife with corruption, but reforming them would be very expensive and potentially dangerous.  The new government ended up sidelining thousands of existing officers, hiring and training a new cadre, and dramatically increasing their salaries. Doing so however required going to foreign donors, requisitioning funds from business owners, and using sometimes questionable means to raise revenues.  Moreover, the new police in their efforts to crack down on crime and corruption often began to violate the rights of many Georgian citizens, leading ultimately to the fall of Saakashvili’s government and indictments of many of his officials.  This case explores whether his government was justified in using the methods it did, and how his successors could sustain the positive parts of that legacy.