As the variety of state education agency (SEA) responses to the No Child Left Behind Act of 2001 demonstrates, different SEAs interpret the same federal educational policy differently. Nonetheless, little research has depicted how federal policies are changed by SEA-based policy intermediaries. Using an "ethnography of educational policy" approach, this article offers two illustrations of mediation processes at the SEA level: Maine's and Puerto Rico's initial attempts to implement the federal Comprehensive School Reform Demonstration program. Both attempts show that the mediation process is inevitable and that its general direction can be predicted: Policies will be adapted in ways that better correspond with local problem diagnoses, understandings, and habits of action. The study leaves intact McLaughlin's assertion that local negotiation and reframing of policy can be a source of improvement or added value. Such improvement is more likely if an expectation of mediation is explicitly accounted for and if what counts as improvement reflects local mores.