The I-394 MnPASS express lanes opened in May 2005 as Minnesota's first high-occupancy toll (HOT) lane project. The MnPASS lanes were opened by the Minnesota Department of Transportation (Mn/DOT) after a decade of study, outreach, and education that garnered political and community support for a demonstration project on value pricing in the state. Mn/DOT staff and their project partners faced new challenges when the Minnesota governor and legislature authorized the adaptation of the 1-394 high-occupancy vehicle (HOV) lanes to HOT lanes, and Mn/DOT leadership sought to implement the project as soon as possible. Without any existing toll roads in Minnesota, the team faced the challenge of delivering a project that was both publicly and politically supportable and technically sound. This paper discusses the expectations and issues addressed by the project team and community task force during the planning process, and the actual results achieved during the first year of operation of the 1-394 MnPASS lanes.