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Introduction: Physical activity (PA) and exercise (EX) participation rates have not been increasing among older adults, with many not meeting recommended guidelines. This qualitative descriptive study examined factors influencing engagement in PA within and outside an older adult fitness club context, using self-determination theory (SDT). Methods: Thirty-seven community-dwelling adults 65 years and older participated in focus groups or telephone interviews. Two researchers independently coded and analyzed transcript data inductively and deductively using SDT. Results: Two broad themes, The Spectrum of Motivating Factors and Facilitators and Barriers, and nine sub-themes, Physical Activity and Exercise Brings Me Joy; Meaningful Personal Impetuses; I Get Active with a Little Help from my Spouse and Others; I See Changes and Improvements (Theme 1); I Can Do This; Connections and Sense of Belonging; I Cannot Do This; Setting, Environment, and People Supports; and Pragmatics (Theme 2), emerged from the data. All participants discussed several motivating factors: enjoyment, managing health conditions, being held 'to account' by others, opportunities for socialization, and seeing improvements in health and well-being. A lack of supportive environments, knowledgeable staff and suitable settings and programs were cited as barriers by participants who were not older adult fitness club members. Discussion: Factors along the extrinsic to intrinsic regulation continuum facilitated or hindered community-dwelling older adults to engage in and sustain PA within and outside an older adult fitness club context. The findings underscore the need for programs, settings, environments, and related components to be expressly older-adult-tailored to enhance motivation through competence, autonomy, and relatedness support for maximal engagement and participation in PA or EX. [ABSTRACT FROM AUTHOR]