A growing number of states are using state-run school districts to take over and improve persistently under-performing schools. There is a need for research on the policy discourse used by educational stakeholders to support or oppose school takeover. This study uses Georgia's Opportunity School District to analyze the role of racist narratives in the policy discourse on state takeover. We find that the discourse supporting state takeover utilized common racist predispositions. In this article, we highlight the nuanced dynamics of the politics of state takeover as opponents of state takeover straddle both conservative and liberal principles to garner support, whereas supporters appeal to conservatives through coded language and racialized discourse.