To explore men's and women's experiences of weight change in adulthood, body image preferences and beliefs about the health consequences of overweight and to inform the development of a primary care intervention to prevent obesity. Seventy-two men and women aged 35-55, with a range of BMIs from 22 to 29.9, were identified from two UK general practice registers and invited to participate in an interview about experiences of weight change in adulthood. Audio tape recorded, semi-structured interviews were conducted in respondents' homes by trained researchers. Open-ended questions were used to collect experiences of weight change since early adulthood and views about weight change in middle age. Illustrations of a range of men's and women's body shapes were used to prompt discussion of respondents' preferences for male and female body shapes and their perspectives of the health, social and practical problems associated with underweight and overweight. The data were analysed using both quantitative and qualitative methods. Some 87% (33/38) of the women and 59% (20/34) of the men said that they had ever tried to lose weight. At least one instance of successful weight loss was reported by 58% of the women and 47% of the men, although many of these attempts were relatively short-lived and often motivated by specific goals such as a holiday or a wedding. Respondents were sceptical of the possibility of controlling weight without considerable personal sacrifice. Explanations for middle-age weight gain included a sedentary lifestyle, as well as several gender-specific reasons, including hormonal changes and comfort eating for women and beer drinking for men. Nearly all (97%) respondents associated heart disease with overweight, while diabetes was mentioned by only 22% and none mentioned cancer. People who have gained weight in middle age may be deterred from trying to prevent further gain by pessimism about the effort required. The efficacy of interventions to encourage relatively small substitutions and changes to diet and physical activity need to be tested. Interventions to help prevent weight gain in middle age could include information about the less widely known health risks such as diabetes and cancer.