People's well-being is a function not just their income but of their levels of 5 assets (human, natural, social, physical and financial), their vulnerability to stresses and shocks, and the impact of policies, institutions and processes. The paper draws on experience from South Africa in particular, but also from other African and international experience, to draw out lessons for improving the lives and livelihoods of poor people, as well as making them protagonists with agency and not just passive "beneficiaries" of development. The paper discussed the implications for scaling-up such programmes.