This report summarizes the evaluation of the first phase (1995-1998) of the Making the Most of Out-of-School Time (MOST) Initiative of the Wallace-Reader's Digest Funds. The objectives of this initiative were to contribute to the supply, accessibility, affordability, and quality of after-school programs, especially for low-income children, and to strengthen the overall functioning of after-school programs as a "system," in three cities-Boston, Chicago, and Seattle. MOST was designed and implemented in recognition of the growing interest in after-school programs as one potential solution to current challenges facing children and their families. MOST efforts yielded not only a variety of benefits, but hard-won lessons. In addition to concrete accomplishments in supply-building, staff training and development, improving facilities, and linking programs to external resources, MOST raised the awareness of stakeholders in each city with respect to what an after-school system could be, and it demonstrated the value of strategic thinking. It helped clarify the resources needed and strategies that might be used in strengthening after-school programs as systems. Its general framework has served as an exemplar for other city- and state-level initiatives. MOST also shed light on some of the core issues facing the after-school field. For example, MOST demonstrated that it is one thing to develop new supply, and another to assure that this supply is accessible, equitably distributed, affordable, of decent quality, and sustainable. The work of MOST exposed the quality problems characteristic of this field, and reminded us that strengthening programs requires a patient, long-term, multifaceted, adequately funded and coordinated approach.