Abstract State government possesses the resources and authority to directly shape urban education policy but regime theorists understate the roles governors, state legislatures, and other state actors play as members of urban education regimes. This article examines the state takeover of schools in Newark, New Jersey to demonstrate why and how a state government leads an urban education regime. The Newark case illustrates how politics and structural conditions motivated state government to change the nature of the education regime and directly shape education policy at the local level. It highlights the role state government played in reshaping an educator-centered coalition that operated a poorly performing school district. Despite the existence of a new regime, Newark students’ achievement scores have not significantly improved, and in some instances they have declined under the state-led regime. This article encourages scholars of city politics to continue to investigate state government's role in urban governing coalitions because state political players maintain the capacity and motivation to join urban regimes.