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What strategies do foundations use to change public policies? In this case study, I show how one foundation’s strategic funding of a network of NGOs lead to ambitious energy and environmental policy at the state-level. What makes this case informative is that it occurred in a highly unlikely context: Texas, an oil dominated state, with a Republican governor, Republican Senate and only a narrow Democratic majority in the House. Through interviews with foundation, NGO, and corporate leaders, as well as politicians and bureaucrats, along with primary archival research, this paper uses process-tracing to construct a policy history of important environmental policies passed as part of electricity restructuring. I demonstrate that these policies’ enactment cannot be understood without a detailed understanding of the Energy Foundation’s funding. Beginning in the early 1990s, this foundation cultivated a long-term network of NGOs across the states, to shape and spread policy ideas and lobbying strategies. Within a state, the Energy Foundation relied on a two-pronged insider-outsider funding approach: supporting a technical, policy oriented insider NGO to work on alternative specification; and, funding a grassroots outsider NGO focused on shaping public opinion to get the policy on the agenda. When policymaking windows of opportunity emerged, this approach positioned policy ideas and mobilization strategies to push environmental policies onto the agenda and ensure their passage. Overall, the article demonstrates how strategic foundation funding can lead to policy enactment in politically unlikely places.