The cultural narrative provided for women at midlife is either medical and menopause oriented-hot flashes, osteoporosis, heart disease, the estrogen replacement therapy decision-or socially devaluing-"empty nest," a fertility has-been, abandoned for a younger woman, depressed. Without alternative images these demoralizing cultural stereotypes can become a self-fulfilling prophecy. The study discussed in this article investigated midlife experiences of a group of white women in the New York City area and identified factors associated with successful negotiation of midlife transformation. Although midlife was a challenging stage of life, 72.5 percent of the women studied described themselves as happy or very happy. Factors predicting well-being at midlife included an annual family income above $30,000, a confidante or a group of women friends, good health, high self-esteem, lack of self-denigration, high self-effectance, a benign superego, goals for the future, a positive life narrative, the belief that one has a right to a life, positive midlife role models, and positive feelings about one's appearance.