This article maps the genealogies of how California and Texas have dealt with school policy. The twin purpose is to shed light onto the dynamics governing the formation of K-12 education policy in two influential and different states, and visualizing the intensification of state-federal interaction that has gradually evolved into a national school discourse since the 1960s and with particular speed since the 1990s. The argument is that an overarching 'fear of falling behind' regime has been a driving force in establishing a national school discourse by amalgamating standards-based education discourse with previously dominant civil rights discourse. Drawing upon Foucauldian discourse analyses of policy documents, education debate and policy literature, the author demonstrates how documenting different state contexts sheds light upon the forces at work in shaping ambiguous balances between federal and state levels that simultaneously transform both, as is currently manifested in the transition from NCLB(2001) to ESSA(2015).