Service-learning is a pedagogy designed to enhance learning by engaging students in experiential education. Specifically, a service-learning curriculum is designed to meet community needs while simultaneously promoting academic knowledge (Anderson, Swick, & Yff, 2001). FUN & FIT is an after-school and summer program designed to promote enjoyment and participation in physical activity and wellness education to low-income children at-risk for obesity. Moreover, the program was designed in response to the local community's request (Massey-Stokes & Meaney, 2006). The FUN & FIT lessons are delivered by university students participating in a service-learning elementary physical education course. This investigation examined the children's enjoyment, activity, and wellness education during the program. In addition, the study was designed to describe the undergraduate students' service-learning experiences. The FUN & FIT participants included third, fourth and fifth grade children attending low-income minority schools who had a Body Mass Index equal to or greater than the 85th percentile for their age and sex (N= 35; 20 African-American, 13 Hispanic, 2 Anglo; 23 boys, 12 girls). Additionally, a random sample (N = 12) of university students enrolled in the service-learning course volunteered to participate in the study. The FUN & FIT program met twice a week for a total of 16 weeks during the school year for 90 minutes, and daily for three weeks during the summer. The learning environment for the program promoted a mastery motivational climate (Valentini, Rudisill, & Goodway, 1999) and consisted of physical activity, swimming, and culturally and economically relevant wellness education. Children's enjoyment and knowledge were assessed via semi-structured interviews. The university students also participated in semi-structured focus group interviews to ascertain their perceptions of involvement in the service learning program. The interviews were audio-taped, transcribed and content analyzed. Trustworthiness was established though member checks, confirmability audits and triangulation. Results of the content analyses revealed that the children identified affective, cognitive, and psychomotor benefits from participation in FUN & FIT. Furthermore, the children enjoyed and were motivated by the university students. Content analyses of the university students' interviews suggest that participation in the FUN & FIT program enhanced teaching efficacy and increased the students' diversity appreciation. Accelerometer and heart rate data indicate that children participating in FUN & FIT engage in moderate to vigorous physical activity during the program. The collective findings from this study suggest that service-learning pedagogies designed to combat childhood obesity offer benefits to everyone involved.