"The Elementary and Secondary Education Act of 1965" (ESEA) has directed federal resources to schools for more than four decades to help ensure all children have equal access to a quality education. The most recent reauthorization--or congressional update to the law--occurred with the passage of the "No Child Left Behind Act of 2001" (NCLB). Although ESEA was due for reauthorization in 2007, NCLB has governed education policy in states and school districts for more than a decade. While waiting for Congress to complete its next reauthorization, the U.S. Department of Education has offered states flexibility from prescriptive provisions of the law that have become barriers to state and local implementation of innovative education reforms. ESEA flexibility moves away from top-down policies, instead supporting decisions informed by data and expertise at the state and local levels. All participating states must show how their reform plans advance all students' achievement by maintaining a high bar for student success, closing achievement gaps, improving the quality of instruction, and increasing equity by better targeting support and resources to schools based on need. This article describes how three states -- Massachusetts, Tennessee, and Virginia -- have proposed to turn around the lowest-performing schools.