This brief, authored by CHCS, profiles two multi-payer quality improvement alliances that are part of the Robert Wood Johnson Foundation’s Aligning Forces for Quality (AF4Q) initiative. Through interviews with leaders from these alliances, the brief examines how and why Medicaid agencies are aligning quality improvement strategies with other payers, and what benefits that alignment is yielding. The alliances in Oregon and South Central Pennsylvania offer lessons for other states interested in advancing multi-payer efforts to improve quality across the health care system.