Physical education time has been reduced or even eliminated in middle and high schools in favor of more time for standardized test preparation, especially in urban schools and inner cities. One way to replace the time lost is by providing it after school as part of a comprehensive program. After-School All-Stars (ASAS) is such a program, networked among 14 cities within the United States and having health and fitness as one of its program pillars. After-School All-Stars provides comprehensive, daily, after-school programs to 72,000 low-income urban youths in more than 400 school sites, all of which are free of charge. This article describes how ASAS is structured and how it benefits the participants. (Contains 1 figure.)