One major education goal of the Obama administration is to expand high quality afterschool opportunities. For high-potential children, especially those from disadvantaged backgrounds, challenging afterschool options are often limited. How might educators use afterschool settings to provide opportunities that gifted children may not find during the school day? This session describes two programs designed to challenge high-potential students. The Project M3 Math Club introduces students of high mathematics potential to advanced curriculum after school, and Expanding Horizons engages talented readers in the Schoolwide Enrichment Model-Reading Framework. Suggestions for developing similar programs are shared, including details on professional development and organizational considerations.