Tennessee is one of 15 states participating in a pilot program to explore new ways to measure school performance under the federal No Child Left Behind Act. Under NCLB, states are held accountable for ensuring that sufficient numbers of schools' students are meeting state proficiency standards and improving schools that fail to measure up. In 2005, then-U.S. Secretary of Education Margaret Spellings launched a pilot program to study ways of measuring this "adequate yearly progress" that would reward schools for improving student achievement over the course of a school year. Tennessee was one of the first seven states that Spellings approved to implement a new school-rating system under a pilot program, which permits schools to comply with NCLB's adequate yearly progress requirement by having their students make enough progress each year to ensure that they meet a state-defined definition of proficiency within three or four years--a concept known in education circles as "growth-to-proficiency." The Tennessee approach is emerging as a model that other states may follow; therefore, this paper examines the advantages and disadvantages of that scheme. The analysis examines two broad themes. It considers the implications of the Tennessee growth model with regard to the amount and pace of progress students are expected to make on Tennessee's state tests, each year and over multiple years, in order for such progress to be deemed "adequate." It also discusses the broader implications for drawing conclusions about the achievement levels Tennessee students are expected to meet relative to national standards and other states as measured by the National Assessment of Educational Progress (NAEP), a national test regularly given to a sample of students in every state. Appended to this document are: (1) Response to "Are We There Yet? What Policymakers Can Learn from Tennessee's Growth Model" (William L. Sanders); and (2) Response to the Comments of Dr. William Sanders Re: "Are We There Yet? What policymakers Can Learn from Tennessee's Growth Model (Charles Barone)." (Contains 2 tables, 1 figure, and 13 endnotes.)