In 2009, a seldom-used policy lever emerged in the form of a competitive grant program, Race to the Top (RTTT), and sparked a flurry of state-led initiatives as states vied for federal dollars. The current study examines the policymaking context that surrounded these events and propelled Tennessee to the top of the race among the states. Through interviews with legislators and bureaucrats, I analyze the state-level processes instigated by a federal program in which all but four states participated, but fewer than half were winners. My examination details the parallels between the RTTT guidelines, Tennessee's efforts, including the Special Session in the General Assembly, and the state's plan for improving education in the state as outlined in their RTTT application.