Regular physical activity has been shown to have significant impact on both physical and mental health; however, over half of adults in the US do not meet current recommendations for physical activity. Pain is one of the most commonly cited barriers to physical activity among adults. Fear of pain has been shown to have a significant correlation with pain-related disorders including back pain and arthritis, but no studies have examined the role that weight plays on these fears. We conducted three focus groups (n = 21) to explore the role of fear-avoidance beliefs related to exercise among a group of overweight and obese adults. Focus group members discussed their beliefs that overweight and obese adults have more exaggerated physical responses to exercises than normal weight adults. They also endorsed a belief that overweight and obese individuals interpret similar physical responses differently than normal weight individuals, and that these interpretations lead to fear that may result in exercise avoidance. Further exploration of the role of fear in exercise avoidance will be useful in designing tailored exercise prescriptions and physical activity interventions that may increase adherence among overweight and obese adults. © 2011 Taylor & Francis.