This exploratory study sets out to investigate how LA's BEST, a non-profit after school organization providing services for at-risk students, leverages the organizational, social, and intellectual capitals to enhance student engagement. Six LA's BEST sites were selected to participate in this qualitative study. A grounded theory approach was employed and both interviews and focus groups were conducted with key LA's BEST program personnel and participants, as well as day school personnel, parents, and community members. To place our findings into context with our study population, Maslow's Theory on the Hierarchy of Needs (1954) was introduced. The findings revealed that in leveraging their intellectual, social, and organizational capitals, LA's BEST has provided an important level of support for the students. In addition, LA's BEST has realized that fostering and maintaining social capital is a continuous task calling for the efforts of "communities of practice." As a learning organization, LA's BEST has accepted this challenge and has expanded their efforts to continue learning and growing. (Three appendices are included: (1) Protocols: Cross- Referenced Items; (2) Neighborhood Demographics by Site; and (3) Special Activities and Excursions. Contains 23 footnotes, 3 figures and 5 tables.) [This report was funded by LA's BEST.]