Social-Cognitive Theory (Bandura, 1986, 1999) served as the framework to explore overweight children's perceptions of different physical activity settings. Participants were children (n = 67) enrolled in an after-school and summer program for overweight African-American and Hispanic-American children from low-income families. To gain insight into the children's thoughts encompassing their participation in both the after school/summer program and their physical education classes at their respective elementary schools, all of the children individually participated in semistructured interviews. Children enjoyed their involvement in the after-school/summer program and described social, physical, and cognitive benefits related to their participation. Interview data also revealed children's ideas and suggestions for adapting physical education to enhance participation in physical activity. Based on these results, instructional and management strategies focusing on promoting a nurturing environment in physical activity settings for all children (overweight and nonoverweight) are presented and discussed.