I study how competition played out between elementary schools in a Colorado school district. When the school board approved new schools without catchments, schools faced with declining catchment populations responded. Some schools adapted by altering programming away from the standard district curriculum. I model a school's success in recruiting students from other catchments as a function of program changes, shifts in catchment size, school demographics, competition from charter and magnets, and success on standardized exams. Program changes increased recruitment. As catchment populations decreased, recruitment increased. Aggregate school level reading scores did not directly impact recruiting, but parents made school choice decisions based on relative test score differences between schools.