It was 8:45 a.m. on Monday, March 29, 2010, when Paul Herdman got the stunning news. Just two states had won first-round grants in the Race to the Top competition, the largest federal competition of its kind in American history, out of 40 state applicants. Herdman joined the Rodel Foundation of Delaware (Rodel) as President and CEO in 2004. The six years that followed were productive, exhilarating, draining and tumultuous for him and his team. From the start, he'd recognized that fulfilling the Foundation's mission of having "one of the finest public school systems in the nation by 2012" would be nearly impossible without a strategy that could shake up a lot of vested interests and modernize stagnant, entrenched policies and practices across the state. But Herdman, bolstered by the continued support of his board of directors, built a comprehensive strategy to redesign public education statewide. Called Vision 2015, the plan detailed 45 recommendations in six critical policy areas; it was built on data examining Delaware's $1.6 billion education system and crafted by a 28-member steering committee. This case study examining the work of the Rodel Foundation of Delaware provides insight into the strategies and scope of involvement required for pursuing systemic educational reform at the state level. It also provides an in-depth look at the role Rodel and its staff played in bringing about change for Delaware, as well as the unique chain of events that led the state to develop the top-ranking proposal for RTTT funds, securing $119 million for Delaware's reform efforts. The chronology of events and the supporting details tell a story of success made possible by persistence and agility. These traits, combined with leadership and resources, laid the groundwork for effective strategies over the course of six years. (Contains 2 exhibits and 1 footnote.)