This paper uses the Community Capitals Framework (CCF) to look at community change from a systems perspective. We find that social capital—both bonding and bridging—is the critical resource that reversed the downward spiral of loss to an upward spiral of hope—a process we call “spiraling-up.” Focusing on the example of a change process implemented in Nebraska, HomeTown Competitiveness, we delineate the assets invested, created, and expanded by the project. We also apply the CCF to understanding the flow among the capitals and the impact of this flow on community capacity to initiate and sustain a process of change, particularly in building social capital.