Background School accountability policies and high-stakes testing have created new demands on state policy makers to provide assistance to low-performing schools. California's response was the Immediate Intervention/Underperforming Schools Program (II/USP) and the High Priority School Grants Program (HPSGP). Objective/Research Question/Focus of Study This study explores the effects of the HPSGP on improving academic performance of the lowest performing schools in California. The study focuses on the organizational factors that influenced resource allocation decisions. The discussion addresses what might be done to ameliorate some of the key problems implicated in nonperforming schools. Participants Data for this study came from site visits to 15 schools that received HPSGP funding. Of the 15 schools we studied, 10 were high schools, and the remainder elementary schools. Eleven of the schools were urban, and four were rural. Program Description Schools in the bottom 10th percentile are eligible to apply for HPSGP funds. The State of California provided 655 schools with $400 per pupil each year for three years, with an optional fourth year. Participating schools also could apply for an optional planning grant of $50,000 in the initial year. Research Design Using qualitative case studies of 15 schools in California, the study compares HPSGP recipient schools that made significant academic improvement with HPSGP schools that remained stagnant. The site visits, which took place between February and May 2006, comprised structured interviews with principals, teachers, HPSGP and special program coordinators, and school site council members, as well as classroom observations and focus groups. During a two-day visit, at least five people at each school were interviewed. Conclusion This study found that organizational characteristics, such as leadership of principals, member participation in decision-making, and existence of coherent goals and plans, have a significant influence on the ability of schools to make effective use of grant funding and to achieve higher student performance. The study's main finding was that improving schools were deliberative and purposive in their use of program funds. Nonimproving schools, on the other hand, were opportunistic, lacking a plan or vision for using funding to build effective regimes of teaching and learning.