Educational leaders and policymakers are reconsidering the role of competency-based education (CBE) to meet the needs of all students, address issues of equity and enduring achievement gaps, and demonstrate college and career readiness outcomes for PK-12 students. This study sought to understand the policy conditions where CBE policies were adopted in two neighboring states as well as describe the two states' implementation plans for policy diffusion. The study used a comparative case study design to study Idaho and Utah due to their geographic proximity, socioeconomic status, and state legislative structures. We argue that although the policies in both states have many similarities and were passed under similar political conditions within each state's policy arena, the planned implementation and diffusion of those policies was very different and influenced a divergent population of local education agencies (LEA) in each state. We also explore the role intermediary organizations played in the development and diffusion of policy in both states.