As policymakers in Madison redesign the state's child care subsidy program--known as Wisconsin Shares--it is important to understand the original vision for the program. This report investigates the development and implementation of Wisconsin Shares and its linkages to the state's landmark W-2 welfare reform initiative. In particular, the authors explore how the specific foundational child care policies enacted to effectuate W-2's larger reform goals impacted child care quality, and the consequences for those now seeking to redesign the program. The authors find that the paramount goal of Wisconsin Shares' designers was to rapidly produce sufficient child care capacity to serve thousands of families transitioning from welfare to work. Conversely, the creation of high quality child care centers--the type that research shows can produce significant dividends for disadvantaged children by making them better prepared to succeed in school--was not an explicit goal, though policy debates at the time included discussion about how quality would be impacted by the new system, and in later years the state funded some quality improvement efforts. With the benefit of nearly 15 years of hindsight, it is now apparent that the key child care policies implemented in conjunction with the implementation of W-2 contributed significantly to the achievement of welfare reform's larger goals, but failed to promote child care quality. This experience provides insights for those now seeking to revamp the child care subsidy program, while also illustrating the challenges inherent in attempting to enhance child care quality by transforming a system that was initially designed with much different objectives in mind. (Contains 1 figure, 10 tables, 8 charts and 68 footnotes.) [This research was partially funded by the Charles D. Jacobus Family Foundation.]