Physical inactivity is a major factor in increasing women's risk for chronic disease, disability, and premature mortality. This study compared the effectiveness of five behavioral counseling (BC) sessions with a comparison group receiving one BC session based on the five A's (ask, advise, assist, arrange, and agree) to increase moderate-intensity physical activity, muscle strengthening, and stretching activity. The health promotion model provided the framework for the intervention. A pretest/posttest comparison group design was used, with random assignment of 46 women recruited from an urban midwestern community. A significant group interaction was found only for cardiorespiratory fitness (p < .001). Significant time effects were found (p < .001) for both groups in increasing handgrip, leg strength, and flexibility. BC is a promising intervention to achieve physical activity behavior change with older women.