This article addresses the problems of older suburbs bordering central cities; these suburbs are now experiencing many of the same symptoms of decline as the central cities themselves. We analyze this issue by recounting the experience of the inner (or first) suburbs of Cleveland and the First Suburbs Consortium (FSC), which was formed in 1997 to counteract sprawl in the metropolitan region. We analyze the impact of FSC both on its suburban members and also on state policies affecting older suburbs.