The recent passage of the Every Student Succeeds Act of 2015 (ESSA) is an historic opportunity for education leaders and funders to think broadly about innovation in terms of goals and accountability. This case examines two examples of states where responsible innovation regarding goals and accountability is long underway, with the support of philanthropic partners. It also serves as a caution about the need to retain--and enhance--an emphasis on equity, encouraging thoughtful consideration of the opportunities and potential threats ESSA may pose. In New Hampshire, the state education department, front-running school districts and advocates have worked to develop and implement a strong competency-based model for student achievement, including performance-based assessments. A regional funder has chiefly supported this work, though other foundations have been involved. In Kentucky, state officials have implemented college- and career-ready standards for student success, through intentional efforts that include keeping the public informed and developing and implementing new teaching tools in collaboration with experts in and outside the state, with the support of a local nonprofit and a national funder. [For "Joining Forces: How the Texas Education Grantmakers Advocacy Consortium Is Engaging Funders in Education Policy. Principles for Effective Education Grantmaking. Case Study No. 13, see ED578905.]