School district takeovers--when a state education agency (SEA) assumes control of a low-performing district--are the most aggressive accountability intervention available to SEAs. Much of the scholarship on takeovers has been skeptical on both normative and pragmatic grounds, but these analyses don't wrestle with what else to do when students' rights are violated. In cases warranting drastic measures, how can SEAs mitigate the significant risks and make the best use of their expanded authority to address urgent local needs? Decades after takeover began, we still know relatively little about how the policy works or why results have varied so widely. Every state defines takeover differently, limiting our ability to systematically compare efforts, and despite the likelihood that state factors influence what happens during takeover, researchers have primarily targeted the district, not the state, as their unit of analysis. More information is needed about how SEAs implement these initiatives and what affects their ability to achieve the desired results. Consequently, this dissertation investigates the political, capacity, and strategic leadership considerations of takeover through case studies of Massachusetts and Kentucky, two states known for centralized education policy. Paper 1 analyzes the decision to intervene and the circumstances in which takeover can be politically viable. It argues that an SEA can enhance rather than undermine community participation in local school governance through a time-intensive, relational approach. In Paper 2, I ask what is required for an SEA to support such an approach materially and strategically. Findings detail how staff set goals, create tasks and structures, and allocate resources and personnel to implement takeover, highlighting factors that enable and constrain their work. Finally, Paper 3 considers the impact of this substantial organizational investment on the SEA, including how they balance new responsibilities with competing agency priorities. I show how Massachusetts used takeover as a professional learning opportunity, and how takeover activities altered agency practices and influenced the state's general education governance approach. Together, the papers raise implications about the affordances and limits of takeover as a policy tool, as well as the role of the state education agency in the American education system. [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.]