The empowerment literature has tended to focus on reinforcing the capacity of local populations to act effectively in promoting change on their own behalf. Borrowing from the social capital literature, achieving greater empowerment might be linked also to the actions and aims of the already powerful. A group might endeavor to exert its ability to change a situation or relation in its favour independently, but the ease, degree and durability of any changes will be heightened if they occur with the approval of those who control the major decisive factors or, especially, if they occur in complicity with them. The "Quality Girls' Dormitory" model of the USAID/ALEF Project implemented by the Academy for Educational Development in Morocco (2005-2009) demonstrates the robustness of this dynamic at a few levels. For the girls, empowerment in both their academic and personal lives emerged from their personal growth and from the contexts for success created by their respective schools and the associations operating the dormitories. The associations grew in effectiveness and influence due to both a program of institutional capacity-strengthening and the collaborative approach of the Ministry of Social Affairs, their main funding source. Subsequently, only the ministry was able to undertake the model's nationwide adoption, both generalizing and sustaining the means to empowerment for the associations and the girls. (Contains 9 notes, 2 tables, and 1 figure.)