Most of the literature on Title I of ESEA focuses either on activities at the federal level—the passage and early administration of the law—or at the local level—the quality of programs or alleged abuses in using Title I funds. Little attention has been paid to the intergovernmental problems of implementing education reform in a federal system. In this article, the author examines the interaction between the different levels of government concerning Title I, focusing mainly on the program's management and on specific federal efforts to issue strong guidelines. The discussion reveals the political and bureaucratic obstacles which constrain federal efforts to redirect local priorities and explores the notion of countervailing local power as a way for the poor to gain greater leverage in the program's operation.