The purpose of this qualitative study was to examine motivations for use of food venues among 23 urban and rural women from eastern North Carolina. Women were eligible if they cared for children, were non-Hispanic black or white, and were English speakers. Interviews elicited participants' decisions for food venue use. Reasons for use of supermarkets were low cost, convenient location, quality/availability of specific foods, and customer service. Main reasons for use of supercenters were bulk foods at low prices and one-stop shopping. Rural and urban nonworking women shopped more frequently at discount superstores compared to urban working women.