For 13 years, Bill Clark was CEO of Philabundance, the Delaware Valley’s largest hunger relief organization and one of the preeminent members of Feeding America, the nation’s food bank network. Philabundance was collecting and distributing 3-4 million pounds of food annually when Bill became the Executive Director in 2001. Faced with ever increasing demand for help and during the country’s worst recession since the great depression, Philabundance innovated a number of food sourcing efforts by working with the Port of Philadelphia, the nation’s largest port of entry for imported produce, area farms, area retailers and manufacturers in a constant effort to find the food needed to address hunger in the Delaware Valley. By 2013 Philabundance was capturing and distributing to families in need, over 25 million pounds of food that otherwise would have been disposed of. More than 65% of this food is highly perishable fruits and vegetables. Increasingly required to augment the supply of donated food with foods purchased at wholesale, Bill and Philabundance extended their work in providing greater access to affordable nutritious food by creating the country’s first nonprofit supermarket in Chester, PA. Before opening Fare & Square in 2013, Chester had been without a full service grocery store to service its 35,000 inhabitants for over a decade. This had led to the USDA declaring it, and much of the surrounding community, a “food desert”. Chester was a community with severe levels of economic disadvantage as evidenced by 32 % of its population living below the poverty line and 44.5% of the population classified as Food Insecure. According to a survey conducted by Philabundance 53.8% of Chester residents reported they had too far to travel to get access to nutritious foods. This supermarket, Fare & Square, offered an entirely new operating model for provisioning communities in need. The capital for building acquisition, refit construction, fixtures and initial stocking inventory was secured by government and charitable sources. With virtually no real estate costs, the need to turn a profit or reward investors, Fare & Square is able to offer prices that are generally lower than any other local option. In addition, those households receiving SNAP or WIC benefits are eligible for an additional 7% - 10% off all items in the store. After one year in operation, open 12 hours a day, 7 days a week, Fare & Square now services about 10,000 households with an entire range of grocery and perishable foods including extensive produce and dairy offerings, fresh meats with an in-store butcher and a delicatessen. Still running with the need for a small operating subsidy, it is expected to reach break-even by its second year anniversary.