 In this randomized, controlled study, 133 adults age 21 and older with serious mental illness SMI and poor physical fitness BMI25, or 10 minutes of exercise 2x over the past month were randomized to either: a In SHAPE Lifestyles ISL intervention or b Health Club Membership and Education HCME: consisting of a YMCA membership, educational materials on exercise and healthy diet, and an on-site introduction to the health club. The following three specific aims were addressed: 1 To compare ISL and HCME with respect to: a participation in regular exercise and dietary change; b participation in preventive health care; and c improved fitness and health; 2 to compare ISL and HCME with respect to: a indicators of mental health and b personal self-efficacy; and 3 to explore differences in ISL and HCME with respect to a selected physical, metabolic, dietary, and community functioning secondary outcomes; and b the relationship of demographic variables and readiness to change to outcomes. ISL participants received a 6-month intensive program of one-to-one health mentoring, followed by a 3-month period of transitioning to self-directed individual and group programming, with assessments conducted at baseline, 3, 6, 9, and 12 months. If found to be effective, ISL will provide a practical approach to improving health, independent functioning, and longevity in disabled persons with SMI. 