This report describes program realities that policymakers must consider when shaping after-school initiatives in impoverished neighborhoods. Information comes from the multi-year evaluation of the Extended-Service Schools Adaptation Initiative, which is examining 60 after-school programs in 17 cities nationwide. Each initiative is adapting one of four nationally recognized models, all of which offer high quality youth development programs in school buildings through partnerships between local school districts and community organizations and/or universities. The report examines three challenges that have occurred consistently across programs, regardless of the city they are in or the after-school model they are implementing. These include challenges concerning: (1) programs’ access to school space (the notion that school buildings are underused resources is too simplistic, and limited resources for maintaining the school’s physical facilities and equipment lead administrators to limit the building’s use); (2) participation (targeted efforts are needed to attract the most disadvantaged students, and older children are less attracted to after-school programs than are younger children); and (3) transportation (programs’ inability to provide transportation home is a major barrier to participation for significant numbers of students, and the cost of transportation significantly increases programs’ need for resources). Despite these formidable challenges, school-based after-school programs offer the potential to increase children’s academic achievement, reduce youth crime and victimization, and provide children with opportunities to use their time constructively. (SM)