Achieving full compliance with the accountability provisions of the No Child Left Behind (NCLB) federal legislation poses major challenges for most of the nation's states. Structured, open-ended interviews were conducted with ranking representatives from a number of so-called high-readiness states: California, Florida, New York, South Carolina, and Texas. (Collectively, these states enroll over 16 million children, or approximately 35 percent of the nation's total school-attending population.) Most policy makers are reportedly confident their respective state school systems are able to meet NCLB standards. Yet while each state's situation is unique, limited resources coupled with dramatically increased expectations for public schools may spell trouble ahead. Lessons learned so far by several states as they engage the NCLB mandate are discussed and analyzed. Ultimately, patience and flexibility on the part of federal officials, it is argued, will be critical to the long-term success of the No Child Left Behind reform initiative.