This qualitative study draws on concepts from Self-Determination Theory (SDT) within a positive youth development framework to postulate that participants in an after-school program will derive a sense of enjoyment and challenge in program activities when they perceive that the program supports their psychological needs for competence, autonomy, and relatedness. SDT suggests that when programs support participant's need for autonomy, competence, and relatedness, the participants will in turn experience greater motivation and program engagement. A thematic analysis of semi-structured interviews with 18 participants in Cool Girls, Inc. after-school programs (89% African American, Grades 2-12) found that youth experienced a sense of engagement and motivation through program activities that they felt promoted a sense of autonomy/independence and peer/adult connections. Age-related variations in perceived needs fulfillment and their relation to feeling engaged in the program were explored.