The aim of this report is to share insights from the California experience with advocates, program operators, and state agency, school and political officials in other states who are contemplating an expansion of afterschool programs. This report is the result of a desire by the William T. Grant Foundation to capture a unique process and opportunity -- the planning for the largest expansion of state-funded afterschool programs in the nation's history. This report covers the time period from summer 2005 to late summer 2006 when legislation sets the stage for the implementation of Proposition 49, which funds afterschool programs for elementary and middle school students. The information for this report was collected principally in three ways: 1) Documents generated during the planning process. 2) Observations during meetings of two key groups.