This case is situated in a Midwestern urban school district, exploring problems faced by its superintendent and administrators as they work to implement the federal No Child Left Behind Act (NCLB). Developed from a study examining the response of P-12 districts to legislative policy mandates, the case presents problems and challenges experienced by a district as it employs bureaucratic strategies to achieve NCLB-mandated outcomes. Emergent issues posed by the case study afford graduate students and educators an opportunity to use discussion questions and exercises to analyze how a P-12 district may build capacity, enabling a more effective response to educational reform mandates and student needs.