Policymakers have long been infatuated with education reform (Berliner & Biddle, 1995; Stein, 2004), including at the state level (Lusi, 1997). Consistent with this longer tradition, the Nebraska State Legislature (a.k.a. the "Unicameral') passed Legislative Bill 438 (LB 438) in 2014, providing a statutory outline for a new education accountability system for the state that authorized the State Board of Education (SBOE) to intervene priority schools "through the work of an intervention". This ethnographically informed, exploratory policy implementation study (Creswell, 2013; Hamann & Rosen, 2011; Levinson & Sutton, 2001; Patton, 2002; Schwandt, 2001; Shore & Wright, 1997; Stake, 1978) examines the intersections of democracy and education "through the lens of a complex school reform effort developed and implemented in Nebraska". Data for the study were collected between December 2013 and August 2016 and included legislative floor transcripts, education committee hearings, SBOE observations and transcriptions, and an array of documents and video-clips. While school reforms are often conceived in official spaces of democracy, such as the legislative floor, or a state or local board room (as was the case here), the processes put in place to realize reforms have at times been detrimental to democracy (Gutmann, 1999; Pearl & Pryor, 2005). From an authorized insider vantage point (the author helped NDE implement AQuESTT), the study considers (1) the role of the state in the implementation and in complex school reform, extending and updating Lusi's (1997) study. (2) It illuminates AQuESTT's policy culture (Stein, 2004), the emergent understandings and patterns of action that shaped its development and initial implementation including how equity was and was not invoked and pursued. Ultimately (3), while asserting that Nader's (1972) notion of "studying up" is more necessary than ever before, the study considers the intersection of the SDEs role and culture with Freire's (1998) notion of "serious democracy" and worries that politically created and shaped hierarchies (like SDEs) cannot create the necessary horizontality of power that would enable so-called turnaround schools to build the knowledge, skill, and praxis that would actually sustain a successful turnaround. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://bibliotheek.ehb.be:2222/en-US/products/dissertations/individuals.shtml.]