28 girls 12-18 years of age were recruited in a Midwest metropolitan area. 15 open-ended questions was used. Most girls preferred the phrase “physical activity” over “exercise.” The benefits most frequently mentioned included positive physical attributes, mental health benefits, and staying healthy. Three major themes were identified: autonomy (ask them what they like to do, and then provide choices), fun (being with friends, variation, and enjoyment), and body image (gaining weight, appearance, and self-confidence). Implications: Use active listening and a focus on the goals of the teen. Teachers need to evaluate their teaching and counseling approach, because the teens emphasized two points: “Don’t tell me what to do” and “Don’t put me down.”