Physical activity is associated with health and reduced mortality risk, yet only 15% of U.S. adults achieve adequate activity. This study is an experimental repeated measures nested design randomizing two similar rural communities to investigate the effectiveness of the Heart and Soul Physical Activity Program (HSPAP) (Peterson, 2002) in promoting physical activity in midlife women (n=42) aged 35 to 65 years. The HSPAP, an innovative church-based health promotion intervention, is conceptualized in social support and designed to increase physical activity, energy expenditure (EE), and cardiorespiratory fitness (VO2 max), measured over time. A significant interaction (p<.001) was found for EE in one HSPAP group increasing their EE by 1,010 kcals/week. HSPAP participants increased their VO2 max level by 75% (p<.001) and 10%; comparison groups stayed the same or declined 16%. Study results provide preliminary support for the HSPAP intervention as an effective treatment to improve physical activity levels in sedentary, rural, midlife women.