In this paper, we compare the bilingual/language education policies of Arizona and Washington to show that state-level language policy plays a critical role in shaping the appropriation of federal language policy [No Child Left Behind Act (NCLB), Title III] and how different state-level language policies impact the district level of policy appropriation. Drawing on Bourdieu's concepts of "habitus" and "doxa," we argue that different types of appropriation, in turn, impact how educators and students orient toward bilingualism. Based on ethnographic research in demographically similar school districts in Arizona and Washington, we juxtapose the voices of students and school faculty from both states to demonstrate how language polices are appropriated and instantiated in distinct ways that may not be predictable based on federal language policy.