This report covers the second year of a 3-year process evaluation of the Prime Time Initiative of Palm Beach County, Florida, a system-building effort to strengthen the availability and quality of after-school programs in the county. During the past two decades, the after-school field has expanded enormously. This growth has occurred partly in response to increasing concern about developmental and achievement gaps between low-income children, especially those of ethnic minority backgrounds, and their more advantaged peers, although uncertainty about the role of after-school programs in closing those gaps remains. Opportunities to participate in constructive after-school activities are still more limited in low-income communities than in more affluent communities, and questions remain about the effects of after-school programs on children's development and academic achievement At the same time, as the field has evolved and grown, practitioners and policymakers are learning that programs are more likely to have effects when they address multiple developmental domains, are of high quality and led by professional staff, and engage children on a regular and sustained basis. Improving quality remains challenging, however, as the field is still beset by problems of unstable funding and staffing as well as difficulty developing realistic expectations and quality standards for a diverse array of providers. Intermediary organizations such as Prime Time can be a critical resource for bringing together diverse perspectives, advocating for and developing quality standards, and linking programs with needed supports and services, including professional development for staff, to meet those standards (e.g., Halpern, Spielberger, & Robb, 2001; Johnson, Rothstein, & Gajdosik, 2004; Yohalem, Wilson-Ahlstrom, & Yu, 2005). Chapin Hall's primary responsibilities in the second year of its evaluation were to observe both the continuing development of the program improvement system and the implementation of additional activities to develop a countywide system of supports and resources for out-of-school-time programs, and to provide feedback on progress. (Contains 1 table and 15 footnotes.) [This evaluation was produced with the support of Prime Time.]