The ALS, a third-generation synchrotron light source at Berkeley Lab, has been operating for almost a decade and is generating forefront science by exploiting the high brightness of a third-generation source in three areas: (1) high resolving power for spectroscopy; (2) high spatial resolution for microscopy and spectromicroscopy; and (3) high coherence for experiments such as speckle. However, the ALS was one of the first third-generation machines to be designed, and accelerator and insertion-device technology have significantly changed since its conception. As a result, its performance will inevitably be outstripped by newer, more advanced sources. To remain competitive and then set a new standard, the performance of the ALS, in particular its brightness, must be enhanced. Substantial improvements in brightness and current have always been feasible in principle, but they incur the penalty of a much reduced lifetime, which is totally unacceptable to our users. Significant brightness improvements can be realized in the core soft x-ray region by going to top-off operation, where injection would be quasi-continuous and the lifetime objections disappear. In top-off mode with higher average current, a reduced vertical emittance and beta function, and small-gap permanent-magnet or superconducting insertion devices, one to two orders of magnitude improvement in brightness can be had in the soft x-ray range. These improvements also extend the high energy range of the undulator radiation beyond the current limit of 2000 eV. Descriptions of the upgrade and the important new science achievable are presented.