Serious mental illness (SMI) and Latino ethnicity can produce a compounded health disparity, placing individuals at particularly high risk for excess morbidity and premature mortality. Culturally sensitive strategies are needed to improve health behaviors, including exercise and healthy eating within this population. The purpose of this qualitative study was to explore facilitators, barriers, and preferences for health behavior change among Latinos with SMI. Semi-structured interviews were conducted with 20 Latinos with SMI who were enrolled in a randomized trial evaluating the effectiveness of a motivational health promotion intervention, In SHAPE. The interviews explored perceived facilitators and barriers to health behavior change, focusing on the role of family, and exercise preferences. The primary facilitator identified by participants was having someone (either professional or significant other) to hold them accountable for engaging in healthy behaviors. A major barrier to making lasting health behavior change was cultural influences on food. Participants preferred aerobic exercises set to music that kept their minds occupied in contrast to strenuous activities such as weight lifting. This exploratory research provides insight into the perspectives, experiences, and preferences of Latinos with SMI participating in a health promotion intervention. Findings will be used to inform future health promotion efforts adapted to meet the needs of an ethnically diverse, underserved community.