The North American Association for the Study of Obesity predicts that 95% of Americans will be obese by 2040. This presentation describes one community's attempt to counter these trends and get members moving by a combination of collaboration and competition. The ‘Walkabout II Program' was a virtual walking race along the Appalachian Trail and put into practice the lessons learned from the first Walkabout Program. This presentation examines the way in which the 10-week race educated its participants about exercise and its spiritual benefits, compared pre and post weight, cholesterol, blood pressure data, stress management as well as fostering new understanding between community members of different ages and diverse backgrounds. The power of peripheral situated learning in the context of the ‘Walkabout II Program' is closely examined. One hundred and twenty people ages 14 to 80 formed teams of five. During the ten-week race, participants wore pedometers and emailed weekly step totals to their respective team captains. Data were collected pre and post program. These included exercise levels and awareness, exercise goals, weight, cholesterol, blood pressure, stress levels and spiritual benefits. Simple comparisons of results were made between cohorts in increments of 5 years and between genders. Participants also completed questionnaires, which sought to explore answers made in the survey in greater depth. Responses were clustered and ranked. A further set of nine focused questions, relating to the survey and questionnaire topics, were asked of volunteers in front of a video camera. Answers were clustered around themes and documented in an i-movie. Means and standards deviations were calculated for each of the survey questions using nominal data. These were also analyzed using paired sample t tests. Statistically significant changes were found in blood pressure, weight, steps per day, and goal setting. Through interviews and surveys major positive life-changes in terms of exercise, health and well-being have been identified. Most participants ascribed their success in the program to the community involvement. Although it seems lamentable that such a fundamental human activity as movement needs structure and supervision, this program provides a model that many organizations might find useful in their attempts to motivate and educate members about health. In this case, the Walkabout Program also helped bridge the gap between ‘town and gown' – an academic institution and the wider community it inhabits.