The Los Angeles Healthy Kids program, during its first four years, extended comprehensive, affordable coverage to over 40,000 poor and vulnerable children, and improved their access to and use of care. Yet, the program also faced serious challenges, primarily related to financing. Funding for children ages 6 through 18 ran short in spring 2005 and Healthy Kids capped their enrollment. State health reform efforts that could have stabilized funding for the program have failed. Based on interviews with over 40 stakeholders, this case study analyzes the complex challenges that the Los Angeles Healthy Kids program faces at this critical juncture.