Describes the findings of the James Irvine Foundation’s after-school initiative, Communities Organizing Resources to Advance Learning (CORAL), conducted in five California cities to develop the literacy skills of elementary school-age children, especially English learners. The program included read aloud sessions, discussions, writing, vocabulary activities, and independent reading. CORAL balanced academic programming with arts enrichment, physical exercise, homework assistance, and snacks using strong, positive adult leadership. CORAL served 5,300 students from mostly economically disadvantaged schools and varied ethnicities – 14 percent African American, 3 percent Caucasian, 68 percent Latino/a, and 10 percent Asian (Hmong and Vietnamese) – and half had scored below or far below the California Standards Test in English and Language Arts. After two years of evaluation, CORAL participants, both English and non-English learners, gained .45 reading levels over five months showing the academic gains supported by after-school programming. Adult Team Leaders used a variety of techniques to consistently motivate all participants, including the use of native language reading materials, one-on-one assistance, discussion groups, dramatic readings, skits, and cultural connections. Implications for funders and policymakers include: blending academic and enrichment activities, creating learning groups of various language and achievement levels, providing sustained professional development, and investing in high quality, comprehensive after-school programs.