This paper arises from an evaluation of the study support programme developed in a midlands city in the UK, in the context of the national extended schools initiative. It offers a framework based on activity theory to explain how and why "out-of-lesson-time learning" is felt by many students to impact positively on their self-esteem and levels of achievement. A contrast between the activity systems underlying out-of-school and compulsory schooling leads into a discussion of the literature of learning as participation in communities of practice. It is suggested that "out-of-lesson-time learning" can reduce the tension felt by many students between the discourses of school and community. Conclusions are drawn about ways in which mainstream schooling might accordingly be reconfigured. (Contains 3 figures.)