Although state-run turnaround districts have grown in prominence as a school improvement strategy with significant equity implications for urban education, little is known about the similarities and differences across states. This article provides a comparative analysis of state-run takeover districts in Louisiana, Tennessee, and Georgia. Although there are several similarities such as the centrality of test-based accountability and charter schools as an intervention strategy, no two state takeover districts are the same. The effectiveness of state takeovers is mixed and complicated by equity concerns as well as uncertainty about which aspect of state takeovers may be driving school improvement.