The Tennessee Achievement School District (ASD) is among several state-run districts established to turn around underperforming schools. Like other such districts, the ASD removes schools from local control and is not accountable to local political institutions. Despite its authority, the ASD has encountered opposition within Memphis where its schools reside. For those inclined to its market orientation and suspicious of traditional districts, the ASD is an innovative effort to improve outcomes for disadvantaged students. For those that see educational failure in Memphis as the result of social and economic isolation, the ASD appears motivated by profit, paternalism, and racism. A third narrative, largely hidden from view, encompasses people who reject state takeover but seek to confront structural causes of poor performance.