Purpose: This multiple case study investigated district leaders' orientations and strategies as their elementary schools proceeded with state-mandated implementation of the Common Core State Standards (CCSS). We identified differences between schools achieving above-predicted outcomes on state CCSS assessments ("odds-beaters") and schools achieving predicted outcomes ("typical performers"). Theory: The implementation of multiple race-to-the-top (RTTT) innovations recommends a theoretical hybrid consisting of policy implementation theory, leadership theory, organizational change theory, and organizational learning theory, especially learning-focused leadership strategies such as bridging, brokering, and buffering strategies for crafting coherence across organizational boundaries. Research Methods: This mixed methods study used statistical regressions for sampling and interviews to collect data. Inductive and deductive methods were used to identify themes that might differentiate the two kinds of sample schools and their district leaders. Findings: District leaders for odds-beating schools anticipated the state's policy innovations and developed organizational capacity for RTTT innovation implementation. Leaders permitted CCSS adaptations and they employed bridging, brokering, and buffering strategies to craft coherence and facilitate organizational learning and improvement. Conclusions: Odds-beating district leaders played pivotal roles in developing organizational readiness and implementation capacity. Whereas the RTTT agenda in typical districts amounted to a second-order, disruptive change, the odds-beating leaders in this study were instrumental in making this same agenda a first-order change.