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This report examines the design and operation of efforts by several states that are implementing initiatives to improve low performing schools, drawing out lessons that could be applied in Tennessee. It focuses on why initiatives in Kentucky and North Carolina deserve attention; core ideas shaping Kentucky's and North Carolina's programs; what form and focus the assistance takes; how distinguished educators are recruited; how the selection process is conducted; how states train their distinguished educators; what continuing supports state departments of education provide to their assistance teams; the Alabama Initiative; ingredients for success; and the best design for Tennessee. Seven appendixes, which comprise the bulk of this report, include: the Kentucky Department of Education Best Practice Guidelines; the Kentucky "Effective Lesson Design Checklist for Classroom Instruction"; Kentucky recommended readings; the North Carolina Department of Public Instruction's "Assistance Teams: Partners for Excellence. An Information Guide"; the North Carolina Department of Public Instruction's "State Assistance Teams: Operational Guidelines 2000"; the North Carolina Department of Public Instruction's "1999 School-Based Management and Accountability Procedures Manual" (selected excerpts); and state contracts. (SM)