The Common Core State Standards Initiative (Common Core) was spearheaded by policy entrepreneurs, unveiled nationally in 2010, and initially received strong support from leaders in state and federal government, philanthropic foundations, the business sector, and teacher unions. However, the reform came into the crosshairs of an ideologically wide set of politicians and interest groups. What is less well understood about the controversy are the responses the reform encountered within states, particularly from ground-level actors, such as parents, local educators, school boards, and community members, as well as their elected representatives. This study uses two data sets to examine how the promises and pitfalls that the reform's policy entrepreneurs anticipated in 2011 were received by ground-level actors in 10 states between late-2013 and early-2014. The findings suggest ground-level responses to the anticipated promises and pitfalls both spurred and resonated with interest groups to disrupt the reform's support among state-level leaders. The findings also suggest that political and implementation lessons may be gained from further study of the adoption and implementation of the Common Core in California. Whether the Common Core in California or other states may improve achievement or equity is considered in light of third-wave reforms.