diff --git a/README.md b/README.md
index a16bf2706..7d1291f94 100644
--- a/README.md
+++ b/README.md
@@ -5,32 +5,43 @@
 Helm is a tool for managing Kubernetes charts. Charts are packages of
 pre-configured Kubernetes resources.
 
-Features:
+Use Helm to...
 
-- Helm now has both a client (`helm`) and a server (`tiller`). The
-  server runs inside of Kubernetes, and manages your resources.
-- Helm's chart format has changed for the better:
-  - Dependencies are immutable and stored inside of a chart's `charts/`
-    directory.
-  - Charts are strongly versioned using SemVer 2
-  - Charts can be loaded from directories or from chart archive files
-  - Helm supports Go templates without requiring you to run `generate`
-    or `template` commands.
-  - Helm makes it easy to configure your releases -- and share the
-    configuration with the rest of your team.
-- Helm chart repositories now use plain HTTP instead of Git/GitHub.
-  There is no longer any GitHub dependency.
-  - A chart server is a simple HTTP server
-  - Charts are referenced by version
-  - The `helm serve` command will run a local chart server, though you
-    can easily use object storage (S3, GCS) or a regular web server.
-  - And you can still load charts from a local directory.
-- The Helm workspace is gone. You can now work anywhere on your
-  filesystem that you want to work.
+- Find and use popular software packaged as Kubernetes charts
+- Share your own applications as Kubernetes charts
+- Create reproducible builds of your Kubernetes applications
+- Intelligently manage your Kubernetes manifest files
+- Manage releases of Helm packages
+
+## Helm in a Handbasket
+
+Helm is a tool that streamlines installing and managing Kubernetes applications.
+Think of it like apt/yum/homebrew for Kubernetes.
+
+- Helm has two parts: a client (`helm`) and a server (`tiller`)
+- Tiller runs inside of your Kubernetes cluster, and manages releases (installations)
+  of your charts.
+- Helm runs on your laptop, CI/CD, or wherever you want it to run.
+- Charts are Helm packages that contain at least two things:
+  - A description of the package (`Chart.yaml`)
+  - One or more templates, which contain Kubernetes manifest files
+- Charts can be stored on disk, or fetched from remote chart repositories
+  (like Debian or RedHat packages)
+
+Using Helm is as easy as this:
+
+```console
+$ helm init                            # Initialize Helm as well as the Tiller server
+$ helm install docs/examples/alpine    # Install the example Alpine chart
+happy-panda                            # <-- That's the name of your release
+$ helm list                            # List all releases
+happy-panda
+quiet-kitten
+```
 
 ## Install
 
-Helm is in its early stages of development. At this time there are no
+Helm is in its early stages of development. At this time there are no binary
 releases.
 
 To install Helm from source, follow this process:
@@ -50,8 +61,11 @@ You will now have two binaries built:
 - `bin/helm` is the client
 - `bin/tiller` is the server
 
-You can locally run Tiller, or you build a Docker image (`make
-docker-build`) and then deploy it (`helm init -i IMAGE_NAME`).
+From here, you can run `bin/helm` and use it to install a recent snapshot of
+Tiller. Helm will use your `kubectl` config to learn about your cluster.
+
+For development on Tiller, you can locally run Tiller, or you build a Docker
+image (`make docker-build`) and then deploy it (`helm init -i IMAGE_NAME`).
 
 The [documentation](docs) folder contains more information about the
 architecture and usage of Helm/Tiller.
@@ -62,3 +76,27 @@ Kubernetes Helm is the merged result of [Helm
 Classic](https://github.com/helm/helm) and the Kubernetes port of GCS Deployment
 Manager. The project was jointly started by Google and Deis, though it
 is now part of the CNCF.
+
+Differences from Helm Classic:
+
+- Helm now has both a client (`helm`) and a server (`tiller`). The
+  server runs inside of Kubernetes, and manages your resources.
+- Helm's chart format has changed for the better:
+  - Dependencies are immutable and stored inside of a chart's `charts/`
+    directory.
+  - Charts are strongly versioned using SemVer 2
+  - Charts can be loaded from directories or from chart archive files
+  - Helm supports Go templates without requiring you to run `generate`
+    or `template` commands.
+  - Helm makes it easy to configure your releases -- and share the
+    configuration with the rest of your team.
+- Helm chart repositories now use plain HTTP instead of Git/GitHub.
+  There is no longer any GitHub dependency.
+  - A chart server is a simple HTTP server
+  - Charts are referenced by version
+  - The `helm serve` command will run a local chart server, though you
+    can easily use object storage (S3, GCS) or a regular web server.
+  - And you can still load charts from a local directory.
+- The Helm workspace is gone. You can now work anywhere on your
+  filesystem that you want to work.
+