Six focus groups were conducted with underactive African American (n = 16) and white (n = 23) women aged 50 years and older, residing in a nonmetropolitan county in South Carolina, to examine perceptions, barriers, and motivators related to exercise. Transcripts were coded and codes were entered into NUD*IST to assist with organizing and reporting themes. Participants could not reach consensus on the frequency, intensity, and duration of exercise needed for older women, and emphasized that PA recommendations should consider age, health, and physical abilities. While benefits and barriers to exercise were similar to those found in other groups, the risk of "overdoing it," being "too old," and environmental barriers specific to rurality were unique. Exercise enablers were also similar to those found in other groups, but rural women discussed the role that the church played in supporting exercise. Other enablers included transportation, free facilities, and age-appropriate programs. Results indicate the need to tailor recommendations and advice to older women, and to consider the rural context in which they live.