Objective: To understand the meanings of diet, physical activity, and body weight in the context of women's cancer experiences. Design: Grounded theory using 15 qualitative interviews and 3 focus groups. Setting: Grassroots community cancer organizations in the northeastern United States. Participants: Thirty-six white women cancer survivors; 86% had experienced breast cancer. Main Outcome Measures: Participants' views of the meanings of body weight, diet, and physical activity in the context of the cancer. Analysis: Procedures adapted from the constant comparative method of qualitative analysis using iterative open coding. Results: Themes emerged along 3 intersecting dimensions: vulnerability and control, stress and living well, and uncertainty and confidence. Diet and body weight were seen as sources of increased vulnerability and distress. Uncertainty about diet heightened distress and lack of control. Physical activity was seen as a way to regain control and reduce distress. Conclusions and Implications: Emergent themes of vulnerability-control, stress-living well, and uncertainty-confidence may aid in understanding and promoting health behaviors in the growing population of cancer survivors. Messages that resonated with participants included taking ownership over one's body, physical activity as stress reduction, healthy eating for overall health and quality of life, and a second chance to get it right. (Contains 1 figure.)