Rural adolescents are at risk for early initiation and problematic substance use, but to date few studies have examined the rural context of substance use. To better understand substance offers in the rural context, semi-structured interviews were conducted with 118, 12- to 19-year-old adolescents (M = 13.68, SD = 1.37) from Appalachian, rural school districts in Pennsylvania and Ohio. Interviews elicited stories about substance offer-response episodes, including where offers occurred, who offered substances, and how youth gained access to illicit substances. Findings describe the settings in which substance offers and use occur for these rural adolescents and advance prevention efforts for tailoring health messages to this target population. (Contains 1 note.)