State takeovers were an infrequently applied strategy to address financially and academically troubled schools for many decades. The opportunity for a more extensive state role in taking over troubled schools grew further with the announcement of the federal "Race to the Top" (RTTT) program in 2009. RTTT required states to develop plans to turn around their lowest-achieving schools. This article examines how Michigan and Tennessee developed and implemented plans for school turnaround districts partly inspired by Louisiana's Recovery School District (RSD). The comparative case studies focus on Michigan's policies and involvement in Detroit schools through the Education Achievement Authority (EAA) and Tennessee's policies and involvement in Memphis schools through the Achievement School District (ASD).