Purpose: To explore undergraduate students' experiences leading and facilitating an out-of-school-time (OST) physical activity program for middle school girls. Method: Five female undergraduate students (N = 4 Black or African American) participated in semistructured individual interviews and submitted weekly reflections during their time leading the OST Girls Empowering Movement (program). The data were analyzed inductively by conducting systematic searches across interview transcripts and artifacts. Results: Four themes were generated, including: find something that they would like, sometimes it is hard to calm chaos, those girls cling to me, and this experience was really good for me. Conclusion: The findings indicate that the undergraduate students who facilitated the Girls Empowering Movement program experienced significant growth and learned the complexities involved in facilitating and leading an OST program. These findings have practical implications when considering physical activity leadership practices and experiences leading OST physical activity programming.