In this article, the author reports how Denver voters consider the most radical merit-pay proposal for teachers. Through the merit-pay system, Denver teachers would receive no pay increases without a corresponding increase in their classroom performance. Although the idea was shelved at the time, the teachers' union leadership concluded that they would eventually be confronted with a merit-based pay structure. With the unstoppable march of standards-based funding nationwide, union leaders decided that rather than wait for the district to impose an accountability plan, they helped build the merit-pay plan. Here, the author describes how the merit-pay plan was developed.