This paper provides an analysis of one state's Response to Intervention (RTI) model, bringing to light two predicaments that plague efforts to address disproportionality and support learning: (1) That RTI may continue to perpetuate disproportionality, both in the model's tiers of support as well as in the placement of students in special education; and (2) That RTI relies on quality instruction but provides little leverage to intervene on that instruction.