The 1965 Elementary and Secondary Education Act (ESEA) was one of the most significant legislative accomplishments in twentieth-century American politics. To date, legislative histories have usually argued that the ESEA's passage was the result of either auspicious political circumstances or the political skill of the Johnson White House. Complicating these histories, I argue here that the ESEA was the result of skillful entrepreneurship on the part of policymakers in the White House and in Congress, and that while some auspicious political circumstances existed, these had less to do with the 1964 landslide election and more to do with subtler changes in congressional rules and commitment assignments that had taken place over the previous decade. I illustrate how ESEA supporters collectively overcame daunting legislative roadblocks, including a fractious House of Representatives and the "Three Rs." I conclude by reflecting on the relevance of the 1965 debates for today's education policy environment.