Regarding California's current educational system, educators, legislators and parents express concern about state standards and what happens when students do not meet the standards. Schools are implementing state- and district-mandated curricula to assist the students in meeting the state standards, but not all students are achieving this learning goal. Many districts are turning to after-school programs to help meet the needs of the students. Programs have spread throughout the country because of the federal and state grants, such as the 21 st Century Grant. One district that received money was the Pajaro Valley Unified School District (PVUSD), which serves students in Watsonville and Aptos, California. This study focused on a curriculum model for the after-school program in PVUSD. The curriculum incorporated theories of language learning and acquisition, appropriate curriculum models for English Learners, and research-based effective teaching strategies. The study is a mixed method approach using both quantitative and qualitative data. Twenty-four students from three schools in PVUSD participated in interviews, classroom observations and analysis of classroom work. Sixty students took a pre-and-post IPT Reading Tests and the QIA Oral Reading Test. Thirty of the sixty students were in classes using the content based ELD curriculum in an after-school program and the other thirty were also in the after-school program using the district adopted Hampton Brown program. The data from the total scores on both the reading and the oral language tests showed that the group that used the district created ELD curriculum scored significantly higher than the group that used Hampton Brown. The group that used the district created ELD curriculum also scored significantly higher on three of the four subtests on the IDEA Reading Test. From the interviews, classroom observations and analyzing student work, four themes emerged. These themes were enjoyment in learning English, feeling safe at school and getting help, lower anxiety and engaging activities. The curriculum was proven to be successful to some degree and the students were able to give the researcher and the district input as to the effect that the curriculum and the after-school program has had on their learning and their lives.