After 39 applicants went home losers from the first round of the Race to the Top competition, many states regrouped and raised the stakes for round two--changing laws to revamp teacher evaluations, drumming up more support from districts and teachers' unions, and getting more aggressive about turning around low-performing schools. The authors report on a field of 35 states, plus the District of Columbia, that have proposed what they assert are their boldest plans yet in hopes of capturing part of the remaining $3.4 billion in the second, and maybe last, round of the federal education sweepstakes. Whatever the fate of the Race to the Top, round two promises to end with winners and losers being decided by the narrowest of margins, making every point in the competition's 500-point grading scale count. In round one, 10.6 points were all that separated the two winners--Delaware and Tennessee, which were awarded a total of $600 million--from the third-place finisher, Georgia. The second round of competition is almost identical to the first--with one major difference. States had to adhere strictly to grant-award dollar limits set by the U.S. Department of Education, which are based on a state's student population.