This paper applies principles of critical policy analysis (CPA) to examine the Texas Education Agency's (TEA) 2023 takeover of the Houston Independent School District (HISD). Engaging in qualitative analyses of four TEA-facilitated community information sessions held during the period immediately preceding the takeover, I examine the policy discourses officials invoked to frame the takeover and the counter-discourses community members used to disrupt the state's official narrative. Through policy discourses that attempted to narrow the scope, categorize community members, and create a sense of inevitability, state officials positioned the HISD community as passive recipients of the top-down implementation of takeover. In response, community members exercised their agency by strategically disrupting TEA's official takeover narrative and advancing counter-discourses that highlighted the state's organized neglect and evasion of answerability. Attending to gaps between the rhetoric and reality of takeover policy, this study demonstrates how the racialized narratives underpinning takeover, and state accountability systems more broadly, reinforce a disciplinary dynamic that neutralizes the democratic engagement of marginalized communities.