Although wellness has been defined in health education (Greenburg, Dintiman, & Oakes, 2004), limited research has been conducted in the area of wellness in the physical education paradigm. Wellness programs have been implemented to provide a more meaningful physical education experience, aiming to empower students toward their own physical activity and health each day, for a life-time. The purpose of this grounded theory, case study was to examine how physical educators and students make meaning of a wellness program. The study took place in a northeastern suburban high school. Primary participants included (pseudonyms): 1) wellness teacher, Barbara, 2) Barbara's students in four ninth grade classes (n=20, n=23, n=19, n=24), and 3) Hillary, the school district's Physical Education Director. Secondary participants included: 1) wellness teacher, Bill, 2) Bill's students in three tenth grade classes (n=21, n=20, n=22), 3) wellness teacher, Rosalyn, and 4) Rosalyn's students in two tenth grade classes (n=22, n=24). Data were collected over five days. Field notes and informal interviews were collected in Barbara's classes on the first day, and intermittently through the last four days in Barbara's, Bill's, and Rosalyn's classes. Additionally, data collected included: 1) formal interviews with Barbara and Hillary, and 2) two focus group interviews with a purposive sample of students (n=3 sophomores in an introduction to wellness class; n=3 seniors that had been through the entire program). Further data included curriculum materials. Data analysis was conducted continuously throughout data collection processes (Merriam, 1998). Hand written field notes were typed and interviews were transcribed. Constant comparison of each data set was used to develop categories and themes. Triangulation of the multiple data sources lead to the development of a working hypothesis. Results sustain that student potential was the central ideology, derived from six components of health (social, intellectual, emotional, spiritual, occupational/leisure, physical). Also, wellness was a way of life practiced by each teacher, while the program was maintained through a community of practice (Wenger, 1998). The community of practice provided structure for the sustainability of the concept of wellness through: 1) long term goals and desired outcomes, 2) marketing, 3) reinforcement/support, and 4) commitment. Moreover, students projected their enjoyment of the program and the applicability of the concepts to their daily lives. The idea of communities of practice has implications for the implementation of quality wellness programs, empowering students to evaluate their own needs and take action toward quality of life through preventive measures.Keyword(s): curriculum development, physical activity, wellness/disease prevention