In this portrait, Simone A. Fried investigates the first six months of a state education department's takeover of a public school district. Using interviews, observations, and artifact analysis, the article explores how school district employees experience the significant reorganization of governance structures and policies that accompanies receivership, illustrating the challenges of managing the "human side" of reform, particularly during the chaotic initial period of a new initiative. The portrait highlights a tension inherent to takeover policy: the state's dual role in providing both support and sanction generates fear and uncertainty in the very communities where they must also build trust, vision, and motivation for change.