Poverty may be the major obstacle to positive life chances in the UK. Ennals and Murphy (2005) suggest that escape from the poverty trap is more likely for those who remain in education after the age of 16. However, school life may bring problems for children from low income families, with learning assuming a lower priority than social acceptance (Ridge, 2005). This article argues that young people in poverty are also less likely to participate in other learning activities. The nature of learning in out-of-school-time settings is explored and the distinctive features of the educational relationships that underpin out-of-school-time learning are discussed. We conclude that children from disadvantaged backgrounds who have acquired an understanding of educational relationships are more likely to develop positive attitudes to learning. Strategies to redress the added disadvantage that non-participation in leisure activities creates for young people in low income families are suggested. (Contains 3 tables and 2 notes.)