Purpose: The Every Student Succeeds Act (ESSA) reduced the role of the federal government in K-12 education, giving states more flexibility while maintaining protections for marginalized groups. Despite the potential to leverage flexibility, little is known about how states are addressing equity. Research Methods: Using a critical policy analysis (CPA) approach, this qualitative case study uses semi-structured interviews and document analysis to examine the design and implementation of equity efforts by the state education agency (SEA) in North Carolina. Findings: SEA officials describe writing the state ESSA plan as an exercise in compliance and believe the plan could have gone further in pushing equitable solutions. Competing priorities within the SEA, including the struggle to fulfill its dual roles as service provider and regulatory agency, complicated ESSA implementation, as did state-level political maneuvers. A significant, unexpected finding is that participants were much more comfortable discussing the needs of economically disadvantaged students than students of color, and often avoided mentioning race specifically. Additionally, although the pandemic caused major disruptions to schooling, SEA officials identified "keeps" that were begun as a pandemic response and may continue as the SEA pushes equitable solutions for traditionally underserved students. Implications for Research and Practice: This study suggests that competing initiatives, staff turnover, and political ideology may limit the SEA's capacity to address power and resource imbalances and hinder efforts to promote greater equity in the educational system. Moreover, the SEA's focus shifted to ESSER funding during the COVID-19 pandemic.