Utah state Representative Margaret Dayton adored President Bush. Her conservative politics lined up with his. One of her favorite memories was being at an intimate gathering and hearing the president echo her top priorities, God, family, and country. However, Dayton had drove one of Bush's biggest education-relation headaches. Dayton led a nationally watched push for Utah to opt out of the No Child Left Behind Act (NCLB), Bush's signature school reform law. Such effort failed only after federal officials traveled to Utah and helped convince Utah lawmakers that dropping out would cost the state at least $106 million in education aid. Dayton, like legislators in several other states, saw the law's raft of prescriptions as encroaching on state and local turf and imposing unwarranted costs. Dayton, who was discontented with NCLB, has approved a modified proposal that will once again draw attention to Utah and cause concerns in Washington. This article describes Dayton's modified proposal and examines why Dayton still remains resistant to the adoption of NCLB in Utah.