Reading became a hotbed of policy activity during the 1990s with both state and federal policymakers launching major initiatives to raise reading achievement. When President George W. Bush introduced his Reading First initiative in early 2001, we saw a unique opportunity to investigate the policy processes, antecedents, and unplanned events surrounding an important and potentially controversial initiative. We began with the assumption that major policy changes are typically made by powerful actors operating in relatively open issue networks. In regard to the Reading First legislation, however, we found a small clique of inside policy entrepreneurs who fashioned major changes in a short period. Upon recognizing this condition, we expanded the research purpose to describe the actions of this insider policy group. (Contains 2 tables, 1 figure, and 2 notes.)