On Dec. 31, 2005, Congress allocated $5.058 billion to Mississippi in CDBG block grant funds to be administered through HUD for “necessary expenses related to disaster relief, long-term recovery, and restoration of infrastructure directly related to [Hurricane Katrina].” This research examines the power relationships shaping the allocation and distribution processes for these recovery dollars, illustrating who gained, who lost, and how the contest played out. Conducted as a part of an in-depth study of inequalities in Mississippi’s recovery process, the research employed a variety of data sources and methods: extensive analysis of public documents, direct observations in multiple locations, and attendance at public forums as well as 56 in-depth, one- to four-hour interviews, conducted in 2007 and 2008 with people active in the recovery process, leaders from—state local governments, businesses, 32 community-based, nonprofit organizations—and residents from vulnerable populations. The data reveal the contest between a government/corporate/elite alliance promoting large-scale economic development and housing for middle to upper income residents pitted against the ongoing needs for affordable housing among the poor, the working class, the elderly, the single mothers, and the people of color on the Gulf Coast. This contest is nowhere seen more clearly than in the protracted battle over Mississippi’s expenditure of $600 million in CDBG funds to repair the Port of Gulfport and to expand it to four times its pre-Katrina size while the housing needs of Mississippi’s most vulnerable populations went largely unmet. Evidence shows how power brokers structured their arguments to justify the port expansion plan as well as the extent to which vulnerable groups and the community-based organizations advocating on their behalf rejected those arguments, offering their own counterarguments and organized resistance.