The 2009 H1N1 influenza pandemic posed enormous challenges for state health departments across the U.S. This case focuses on the experience of Tennessee - which endured an intense resurgence of the disease in late summer and early fall 2009 - and explores, in particular, how state health officials, working with their partners from local government and the private sector, mobilized in advance of this second wave of the disease. An array of preparedness efforts, such as the development of mechanisms for distributing vaccine, ultimately put the state in a strong position to deal with H1N1 come fall, but health officials still experienced considerable difficulty in several areas, including vaccine delivery, communicating with an anxious public, and managing a surge of patients seeking care. The case highlights methods for preparing for a significant public health emergency and explores the difficulties of coordinating a response involving multiple jurisdictions and a mix of actors from both the public and private sectors.