A pair of Ohio school districts, a short drive down Interstate 70 from each other, share similar goals. Each wants to improve student achievement by strengthening curriculum and instruction and giving teachers and principals the tools to make it happen. But the Huber Heights and Brookville school systems diverge in their approach to meeting those targets in one important respect: One of them elected to take part in the federal Race to the Top initiative, while the other did not. The experiences of the two districts, located outside Dayton, reflect the challenges that school systems in Ohio and other winning Race to the Top states are likely to face in the years ahead. Districts that signed on to the program will have to meet a number of academic and administrative mandates as part of their states' plans, but will receive federal money to help them. The districts that opted not to participate will have more freedom to pursue their own agendas, but without that same infusion of money and other resources. This article reports on how districts divide on race to top but share similar goal.