Smokefree policies (SFPs) have diffused throughout the US and worldwide. However, the development of SFPs in the difficult policy environment of tobacco-producing states and economies worldwide has not been well-explored. In 2007, Tennessee, the third largest tobacco producer in the US, enacted the Non-Smoker Protection Act (NSPA). This study utilizes the multiple streams model to provide understanding of why and how this policy was developed by triangulating interviews with key stakeholders and legislative debates with archival documents. In June 2006, the Governor unexpectedly announced support for SFP, which created a window of opportunity for policy change. The Campaign for Healthy and Responsible Tennessee, a health coalition, seized this opportunity and worked with the administration and the Tennessee Restaurant Association to negotiate a comprehensive SFP, however, a weaker bill was used by the legislative leadership to develop the NSPA. Although the Governor and the Tennessee Restaurant Association's support generated an environment for 100 % SFP, health groups did not fully capitalize on this environmental change and settled for a weak policy with several exemptions. This study suggests the importance for proponents of policy change to understand changes in their environment and be willing and able to capitalize on these changes.