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A federal judicial panel has recently ordered the state of California to reduce its landmark prison population by 40,000 inmates over two years, from 170,000 to around 130,000. Besides addressing worrisome fiscal problems, just how California and other states deal with penal downsizing is important, both for the present needs of public safety and for future justice planning. This paper addresses what appears to be the next phase in our national experiment in mass incarceration: penal downsizing. I argue for the adoption of a restorative “human security” policy orientation. The human security framework was developed by the United Nations and has been described as “freedom from want and freedom from fear.” Attending to the human security needs of individuals, families, and communities, can reorient justice systems away from largely discredited punitive justice models and provide direction for the difficult public policy choices that lay ahead.