This article analyzes challenges states identify in implementing No Child Left Behind (NCLB) with the Obama administration's proposals for Elementary and Secondary Education Act (ESEA) reauthorization. Drawing upon information from six states, this study shows that the Obama administration Blueprint for Reauthorization of ESEA responds to a number of state concerns with NCLB but fails to acknowledge the sheer magnitude of the challenges states face. The Blueprint addresses the overall concern for greater flexibility in timing, focus, and remedies that states express. Furthermore, the Blueprint acknowledges but does not fully address the importance of teacher and leader quality and the distributional challenges. The Blueprint falls short, however, in addressing the need for a more robust body of knowledge regarding effective intervention, the pragmatic obstacles to redistribution of high-quality teachers and leaders, and the political and fiscal challenges that states combat in intensifying and funding the level of performance it demands. (Contains 2 tables and 2 footnotes.)