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.Most regime theorists focus upon how local actors affect changes to education policy when they examine urban education reform. By concentrating primarily upon the effect of local interests on urban education, many regime theorists understate state government's direct influence on education reform. Regime theory does not specifically include governors, state legislatures, state departments of education, and other state-level actors as education regime members, and this oversight represents a gap in our understanding of urban governance and education reform in cities. In this article, I use an examination of New Jersey's takeover of the Newark school system to demonstrate why and how a state government can join an urban education regime. The Newark case illustrates how politics and structural conditions encouraged New Jersey's state government to change the nature of the education regime and 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. This work also adds to the state takeover literature, which emphasizes the importance of the structural factors but overlooks the role politics plays in state interventions.