An institutional analysis is presented of the policy, political, and legislative events associated with the failure of an attempt in 2006 by the state of Maryland to take control of 11 schools in Baltimore City and turn them over to independent managers or into charter schools under No Child Left Behind. The place of the failed takeover-to-turnover is analyzed using a path dependent approach. Analysis suggests although state-local governing cultures may mediate the evolution of state education accountability regimes, they do so in embedded sequences of reactions and counterreactions. Findings have implications for further research on localized, performance-based federalism.