Minority youths from low income families are at significantly higher risk for obesity compared to other children. FUN & FIT is a program designed to create positive experiences in physical activity and promote healthy lifestyle choices among overweight African-American and Hispanic children living in poverty. The FUN & FIT curriculum is based on social-cognitive theory that suggests behavior may be influenced through combined effects of the environment and one's self-efficacy beliefs. Consequently, FUN & FIT activity lessons incorporate a Mastery Motivational Climate (MMC) throughout instruction. Results of FUN & FIT Phase I research revealed that delivering physical activity and nutritional education via a MMC contributed to initial positive outcomes for program participants. The purpose of this study was to describe participant's physical activity levels, nutritional knowledge, and enjoyment of the second year of the FUN & FIT program. Participants were 38 (21 females, 17 males; 16 African-American, 22 Hispanic) 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. The program met twice a week for a total of 16 weeks. Classes were 90 minutes and included 70 minutes of physical activity instruction and 20 minutes of nutrition education. University students served as teachers and individual mentors to the participants. To assess children's knowledge and program enjoyment each child participated in a semi-structured interview. The interviews were audio-taped, transcribed and content analyzed. Trustworthiness was established though member checks, confirmability audits, and triangulation. Results of the interviews suggest that the children enjoyed participating in the program and working with the University mentors. Themes resulting from content analysis included social, physical, cognitive, and emotional factors that were associated with program participation. In regards to knowledge transfer, children consistently reported knowing and selecting healthy food choices. Physical activity levels were assessed via accelerometers and heart rate monitors. Accelerometer counts indicated that the children were participating in moderate to vigorous activity during the physical activity instruction. The heart rate data indicated the children were working at or above their target heart rates. Taken collectively, the quantitative and qualitative results of this study suggest that the FUN & FIT program provides a positive environment for overweight minority children from low income families to engage in moderate to vigorous physical activity and increase knowledge of healthy lifestyle choices.