The increasing emphasis on student achievement and mastery test scores has many after-school programs struggling with the demand to improve academics and offer homework assistance, while also offering a well-balanced program providing opportunities for play and social interaction. This paper asserts that project-based activities can encourage learning while not creating an overly academic climate. Project-based activities are described as open-ended, challenging, and experimental in nature, thereby building on and furthering children’s learning in a stimulating and creative way and maintaining the positives associated with play. The paper delineates the qualities of project-based activities, with accompanying illustrative examples. Key components of adult involvement in successful project-based activities are highlighted, including encouraging children to talk about what they are planning, helping to break the project task down into manageable activities, suggesting routes to accomplish a task, and supporting and applauding children’s efforts. The paper points out that after-school programs that offer project-based experiences provide an enriching, supportive atmosphere that complements and furthers the learning that occurs during the regular school day and links appropriately with childrens play. A tip sheet on project-based activity concludes the paper, summarizing the qualities of good projects, adult involvement with learners in project-based learning, and reasons to use project-based activities in after-school programs. (KB)