In this article, the author takes an inside look at efforts in Worcester, Massachusetts to offer families the opportunities promised by the No Child Left Behind Act (NCLB). Worcester is the third largest school system in the state of Massachusetts, serving roughly 25,000 students in 46 public schools (36 elementary, 4 middle, 5 high, and one pre-K-12 school). The federal government provides just 10 percent of the district's $265 million annual budget, with state appropriations, local contributions, grants, and revolving funds covering the balance. The impact of NCLB, which James Caradonio, the superintendent of schools in Worcester, terms the No Teacher Left Standing Act, was supposed to be felt most strongly in urban centers with large minority and disadvantaged populations--places just like Worcester. Instead, during its first two years, NCLB appeared to have little impact at all. The author discusses some of the challenges that Worcester faces in implementing NCLB, such as the dizzying amount of movement in and out of its schools. (Contains 2 figures.)