The Obama administration's Race to the Top (RTT) competitive grant program has been heralded for revolutionizing the federal role in education and transforming state school reform efforts. This paper offers an initial analysis of the origins, evolution, and impact of RTT. In many ways, RTT is an attempt to circumvent the perceived failings of No Child Left Behind and in particular the law's reliance on coercive federal mandates and the compliance culture it fostered at the state level. RTT's competitive grant process relies on incentives instead of sanctions to drive state reform. The program is fundamentally about two things: creating political cover for state education reformers to innovate and helping states construct the administrative capacity to implement these innovations effectively. (Contains 79 notes.)