The final decades of the twentieth century were rife with education reform. "A Nation at Risk" (1983) compared American schools to their counterparts in other countries, and found America wanting while E.D. Hirsch and others decried Americans' lack of knowledge of their own institutions and heritage (Hirsch 1987). These alarms caused many states to look at their own education systems with critical eyes. Kentucky was one of these states. While some states tinkered with education reform, Kentucky enacted sweeping changes to virtually every aspect of public education curriculum, governance, and finance. In the process, it pioneered a number of innovations. Perhaps the boldest move was reformatting early elementary education into ungraded classes that grouped students by ability and not by age. Although solidly anchored in research and supported by many school and community leaders, this reform did not last. This paper investigates the implementation of the reform and reasons for its demise.