The U.S. Department of Education recently announced the finalists for the second round of the Race to the Top (RTT) competition, with the winners to be announced in September. Round one of the competition yielded just two awards earlier this year, with Delaware and Tennessee claiming approximately $600 million of the available funds. Thirty-five states and the District of Columbia applied for the remaining $3.4 billion, and the final competitors include all of the finalists with a failed first round bid (Colorado, District of Columbia, Florida, Georgia, Illinois, Kentucky, Louisiana, Massachusetts, New York, North Carolina, Ohio, Pennsylvania, Rhode Island and South Carolina) plus five new contenders: Arizona, California, Hawaii, Maryland and New Jersey. On the first lap of RTT, the promise of support from unions, districts and other stakeholders appeared to weigh heavily in the reviewers' judgments. Commitment in the form of comprehensive state legislation also proved important to which states made the cut in round one. But the rules of the road have shifted a bit for this lap of the race. The Department instituted a new funding rule, setting a range of awards from $20-$700 million and capping award totals based on state size. Reviewers also will have to navigate a field of competitors that looks much more alike now--which may not be surprising given that states have had full view of the high scoring applications and know what the reviewers saw as the strengths and weaknesses of each proposal. With most finalists now saying most of what they believe the Department wants to hear, identifying the truly innovative and groundbreaking states willing to see the race through to its end will be the real challenge. This report's goal is not to outline the full scope of the teacher proposals or make predictions about which states will win RTT grants. Its intent is to provide a view of the strengths and weaknesses of each finalist's teacher reform agenda, as presented in each RTT application.