Purpose: The purpose of this study was to explore the experiences of older women post hip fracture who were exposed to a motivational intervention, the Exercise Plus Program, intended to increase adherence to exercise. Design and Methods: This study used a naturalistic inquiry. We interviewed a total of 70 older women, 12 months post hip fracture, using an interview guide asking about issues related to willingness to exercise. All interviews were tape recorded and transcribed verbatim. Results: Analysis of the semi-structured interviews revealed 44 codes that were categorized and reduced to 14 major themes. Eleven of these themes focused on components that facilitated participation in exercise and included: (a) real and expected benefits; (b) visual cues and knowing what to do; (c) simplicity; (d) individualized care; (e) verbal encouragement to exercise; (f) regular schedule; (g) confidence (i.e., self-efficacy); (h) determination; (i) social support; (j) reciprocity; and (k) goal identification. The remaining three themes reflected what decreased the participants' willingness to exercise: (a) unpleasant sensations; (b) constraints to exercise; and (c) getting back to baseline. Implications: The findings provide some support for the benefit of the Exercise Plus Program. Lessons learned in the Exercise Plus Program can be translated to the development of other motivational interventions to help engage older adults in exercise, particularly those individuals who recently experienced an acute event, such as a hip fracture.