The plant was upgraded in 1994 to meet current California Surface Water Treatment Rule, and process elements were modified to make the operation more efficient. This paper addresses site development, hydraulic analysis, process improvements, and unexpected problems that developed during the construction of the improvements. Process improvements include addition of new dual media filters, modification of piping for disinfection compliance, new sludge handling and treatment system, other process improvements, and the addition of a new in-lake aeration system. This paper describes these modifications and the specific challenges that were overcome to "make the shoe fit." This project is not only technically viable, but also economically feasible. The new filters fit snugly on the site with adequate hydraulic head for efficient operation. The other process improvements provide an affordable and effective upgrade to an existing plant. This project provides the District with facilities acceptable to DOHS for treating the Canyon Lake raw water while also keeping all options open for the future.