Objective: Examine changes in graduate student health and well-being in the first semester. Participants: Full-time, first-semester graduate students (N=74) from a midsized midwestern university. Method: Graduate students were surveyed prior to starting their master's program and 10 weeks later. Passion for academics, basic psychological needs, physical and mental health symptoms, positive and negative affects, and quality of life were assessed. Results: Need satisfaction, harmonious passion, and indicators of well-being decreased across the first semester, whereas need frustration and indicators of ill-being increased over the first semester. Obsessive passion, harmonious passion, need satisfaction, and need frustration were associated with students' well-being at the end of the semester, with need frustration being the most robust predictor. Conclusions: Although most graduate students reported good general health and moderately low mental health symptoms, findings suggest that a need supportive environment may contribute to better health and well-being.