Armistead Lloyd Boothe, a delegate from Alexandria, was one moderate who repudiated Byrd and the policy of Massive Resistance. Boothe had long believed that the desegregation of schools and public facilities was inevitable, and he attempted to prepare Virginians for an easy transition by fostering equality in education, housing, employment, and health services. In 1950, Boothe and other moderates introduced legislation to desegregate public transportation in Virginia and to create a commission on race relations. Despite opposition from James Jackson Kilpatrick, editor of the Richmond News Leader, the moderates initially received support from the Norfolk Virginian-Pilot, the Richmond Times-Dispatch, and the Roanoke World News, as well as from two African American newspapers, the Norfolk Journal and Guide and the Richmond Afro-American. Boothe gathered an impressive variety of witnesses, including former Episcopal bishop Henry St. George Tucker and former governor Colgate Whitehead Darden Jr., to testify to the House of Delegates' Committee on Courts of Justice. Nevertheless, the moderates’ bills died in committee.

The Brown decision offered the moderates another chance. In speeches in Norfolk and Richmond, Boothe proposed local autonomy in his "Virginia Plan for the Public Schools." Authority at the local level, Boothe argued, would permit some counties (mainly in Southside Virginia) to maintain segregated schools while other areas (in Northern Virginia) could move toward integration. He argued that local school boards were better able than the state to consider academic backgrounds and health requirements, as well as the personalities, practices, needs, and desires of individual children. Opponents of desegregation worried that allowing just a few African American students to attend white schools would lead to complete integration and even interracial marriage. African Americans voiced concern over how a student would be defined as "qualified" to attend a white school and who would determine that qualification. NAACP leaders particularly saw no need to compromise on Brown and urged blacks not to settle for anything less.

Ultimately, the failure of Massive Resistance resulted from a series of judicial rulings between November 1958 and April 1959 that supported Brown and from pressure from Virginians to preserve the state's public school system. On January 19, 1959 the Virginia Supreme Court and U.S. District Court for the Eastern District of Virginia both ruled that schools threatened with desegregation orders could not close to avoid desegregation. Governor Almond complied with the rulings, thus abandoning Massive Resistance.