Reports on the San Francisco Beacon Initiative (SFBI), which transformed public schools in low-income neighborhoods into youth and family centers offering primarily after-school educational and other enrichment activities. Data gathered on 112 activities in 5 Beacon centers revealed that: (1) the centers were well supported, staffed, and implemented; (2) the centers recruited many young people, including the academically needy, and they reached at-risk youth by forming strong relationships with staff at the host schools; (3) young people attended the centers at rates comparable to other after-school programs; (4) staff practices that contributed to the positive experiences reported by youth included fostering cooperative and positive peer interactions; (5) youth who participated over time and in a variety of activities showed increased levels of adult support and leadership experiences; and (6) participation in the centers appeared to have a positive influence on young people’s feelings of competence and their ability to take on new challenges. However, despite youth people’s positive experiences at the centers, Beacon participants did not fare better academically than their non-Beacon peers. In order to improve academic achievement, after-school programs will need to focus more on academic study than was typically seen in the SFBI.