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Federal standards-based accountability policies increasingly call on state education agencies to support school improvement in a manner that is responsive to local contexts. Recent scholarship observing how externally mandated changes unfold through a negotiated process helps illuminate the dynamics of such a change. Utilizing a comparative case study, we find that successful negotiation requires a balancing act between cognitive and emotional aspects of change. Tactics such as problematizing local understandings and responsively monitoring turnaround work coupled with social skills, such as active listening, and collaborative and humanist dispositions helped SEAs in this balancing act, offering insights into opportunities to push thinking or when to step back to avoid negative emotional responses, albeit with varying degrees of success.