Many adults today consider the hours after school to be an opportunity for students to squeeze in a little more help with schoolwork. For most children, though, that final bell rings freedom. The last thing they want is more school, and faced with an after-school program that looks like an extension of their school day, they'll opt out. After-school programs are ideal for more informal, experiential approaches to learning. Schedules are more flexible, groups are smaller and the atmosphere is more relaxed. Academic and developmental objectives merge in well-designed hands-on projects and program activities. It is easy to blend academics with project-based activities such as sports, arts and music. But blending the "soft stuff" that keeps kids coming--the teamwork, social skills, leadership opportunities--with clearly academic programs such as homework help or skills remediation, it the tough task. The School District of Philadelphia invited New Jersey-based Foundations Inc., to do just that in the city's 38 lowest-performing high schools. The vision and collaboration of the School District of Philadelphia was essential to the success of the two Foundation-developed programs. In both programs, differences in participation levels across schools could be directly attributed to the level of involvement by the school leaders. Where school building administrators promoted the program and maintained open communication, programs ran much more smoothly and enjoyed higher participation. This article describes these two programs.