State takeovers were an infrequently applied strategy to address the problems of financially and academically troubled schools for many decades. Although 23 states had the right to take over individual schools and No Child Left Behind (NCLB) required states to address persistently low-achieving schools, only five states had exercised their power by 2005. By 2006, a new state takeover model had emerged in Louisiana. Following Hurricane Katrina's devastation of New Orleans, state legislation adopted in November 2005 brought the majority of the city's public schools under state Recovery School District (RSD) jurisdiction. Since 2006, the RSD has moved aggressively towards creating a portfolio management model by authorizing numerous charter management organizations (CMOs) to operate its schools. The opportunity for a more extensive state role in taking over troubled schools grew further with the announcement of the federal Race to the Top (RTTT) program in 2009. RTTT required states to develop plans to turn around their lowest achieving schools. In this report, the authors examine how Michigan and Tennessee have developed and implemented plans for school turnaround districts partly inspired by Louisiana's RSD. The comparative case studies focus on Michigan's policies and involvement in Detroit schools through the Education Achievement Authority (EAA) and Tennessee's policies and involvement in Memphis schools through the Achievement School District (ASD). Although state-level, philanthropic, and charter school leaders in both states initially drew upon the RSD model, Michigan and Tennessee have diverged from the RSD--and from one another--in many respects. These differences highlight some challenges to replicating the RSD in other contexts and, more generally, raise questions about school turnarounds primarily led by networks of outside actors. The authors examine divergence in state legislation and leadership, resources (federal and philanthropic), engagement with charter schools, and district-level leadership. The EAA and ASD have faced additional challenges due to their policy and political contexts, including a city-county merger in Memphis and an ongoing fiscal crisis in Detroit. Local school leaders in both cities have also developed their own reform plans, and may be reluctant to expend political capital on controversial state-led efforts. The analysis sheds light on whether outside investment and leadership can spur sustainable reforms in urban districts. A table comparing the ASD and EAA is appended.