The Secretary of Defense’s ‘Force of the Future’ initiative has yet to reform the up-or-out promotion system. This may be because senior leaders do not believe the case for change has merit or they may have difficulty visualizing an alternative. Valid concerns sufficient for driving change include a shift from an industrial to an information era, competition for talent, poor talent management, and a history of criticisms. Any alternative promotion system must account for the philosophies associated with the windows and ceilings that regulate officer flow through and out of the military. The three philosophies driving the current system are timelines, promotability, and generalization. However, relevant literature identifies the three philosophies that should be paramount: competencies, employability, and specialization. A viable alternative to the up-or-out promotion system uses competencies to determine promotion eligibility, focuses on employability to retain valuable members, and facilitates specialization. Implementing such a system will not be simple; however, the benefits will be worth the effort. If senior leaders become down and out about the up-or-out system, there is a viable alternative.