This CTAC report addresses the national need for a longitudinal study of the impact of a state takeover of a major urban district. It involves interviewing more than 200 individuals, examining survey responses from nearly 10,000 teachers, parents, students and administrators, and analyzing extensive student and school performance data. The culminating report describes the process that led to the state takeover, delineates the core elements of reform, and details strategies that states should adopt if they are contemplating school district takeovers.