This article examines the education policy environment in Tennessee that preceded a comprehensive reform bill enacted to enhance the state's Race to the Top application. Through interviews with key policymakers in Tennessee, I describe how recent reform efforts undertaken at the state level positioned Tennessee as a strong contender for the Race to the Top funding. My analysis is framed by Mazzoni's (1991) conceptualization of precursors to policy innovation, and my findings reframe this theory to include an additional stimulus for major change. In doing so, I renew attention to education policymaking initiated at the state level and offer an expanded explanation for the political context that precipitates innovation. (Contains 3 tables and 1 figure.)