The paper reports a free-breathing black-blood CINE fast-spin echo (FSE) technique for measuring abdominal aortic wall motion. The free-breathing CINE FSE includes the following MR techniques: (1) variable-density sampling with fast iterative reconstruction; (2) inner-volume imaging; and (3) a blood-suppression preparation pulse. The proposed technique was evaluated in eight healthy subjects. The inner-volume imaging significantly reduced the intraluminal artifacts of respiratory motion (p = 0.015). The quantitative measurements were a diameter of 16.3 +/- 2.8 mm and wall distensibility of 2.0 +/- 0.4 mm (12.5 +/- 3.4%) and 0.7 +/- 0.3 mm (4.1 +/- 1.0%) for the anterior and posterior walls, respectively. The cyclic cross-sectional distensibility was 35 +/- 15% greater in the systolic phase than in the diastolic phase. In conclusion, we developed a feasible CINE FSE method to measure the motion of the abdominal aortic wall, which will enable clinical scientists to study the elasticity of the abdominal aorta.