Tennessee’s Achievement School District (ASD) was modeled on Louisiana’s Recovery School District (RSD) but has forged its own path that offers useful insights for other states. The ASD has focused its effort on Memphis, which has the state’s highest concentration of low-performing schools. The ASD has collaborated with high-performing charter operators to conduct school turnarounds in neighborhood schools; collaborated with philanthropic leaders to build a sustainable educator talent pipeline for the bottom 5 percent of the state’s schools; engaged neighborhood communities in the process of matching charter operators to schools selected into the ASD; and influenced district-led turnaround efforts. This case study, commissioned by New Schools for New Orleans and the Achievement School District, examines how these and other ASD’s strategies have resulted in a state turnaround school district distinct from the RSD.