Children from minority and low income families are at greater risk for obesity as compared to other youths (Crawford et al., 2001). Additionally, overweight children suffer from negative body image and low self esteem (CDC, 2001). FUN & FIT is a program designed to create positive experiences in physical activity and promote healthy lifestyle choices among overweight minority children. The program is a collaborative project between Texas Tech University and the Lubbock Independent School District funded through a grant received from the United States Department of Education. The primary goals of FUN & FIT - Phase I are: to have the participants experience fun and success in physical activities and increase their nutritional knowledge. The philosophy of the FUN & FIT curriculum is based on social-cognitive theory (Bandura, 1986) suggesting that an individual's behavior is influenced through interactive effects of environment and self-efficacy beliefs. Based on this tenet, activity lessons and nutritional education are delivered via a mastery motivational climate (MMC). Creating a MMC within instruction has shown positive results in regards to children's enjoyment and efficacy beliefs towards physical activity (Valentini, Rudisill, & Goodway, 1999). Participants were thirteen third through fifth grade students attending schools within Quadrant IV (minority children living in poverty) of the school district, having a Body Mass Index equal to or greater than the 85th percentile for their age and gender. The children participated in 90-minute FUN & FIT sessions twice a week for ten weeks. Texas Tech University (TTU) students serve both as teachers and individual mentors to FUN & FIT children. Multiple data sources were used to assess achievement of program goals. Each child participated in a semi-structured interview. The TTU mentors participated in focus group interviews. Parents of the children were informally interviewed. The interviews were audio taped, transcribed, and content analyzed. Trustworthiness was established through member checks, confirmability audits, and triangulation. Results of the interviews suggest that the FUN & FIT children enjoyed participation in the program, gained confidence in physical activity participation, increased knowledge of health and nutrition, admired and were motivated by the TTU mentors. Taken collectively, these results suggest that a MMC contributes to initial positive outcomes for overweight children. Plans for FUN & FIT Phase II encompass increasing the number of participants, incorporating family support, extending the length of the program, and including systematic collection of physiological, psychological and behavioral data.Keyword(s): community-based programs, curriculum development, youth-at-risk