The evolution of the federal role in education policy has entailed increasing activism in matters traditionally controlled by states and school districts. However, the expanding federal role has not resulted in a zero sum game for states and localities. Focusing on the policy-implementation process, this article examines recent state and local responses to federal activism in education policy. The study demonstrates how states and localities are able to protect their perceived interests by resisting and reshaping federal education policy. (Contains 23 notes.)