Fredrickson (1998,2001,2004) supports a compelling account of the processes that turn positive emotions into a high quality life. Her broaden-and-build theory, however, has not been explored in leisure contexts nor has it been applied to older women, an increasingly important yet under-researched population. Our study uses an interpretive thematic analysis of 250 participants' responses to an on-line survey of meaningful experiences in the Red Hat Societȳa leisure context for older women. We found evidence of opening up and self-permission to play as forms of broadening, and of social connections, close friendships, and optimism as resulting forms of building uniquely important to older women. Our findings hold promise for understanding how leisure contexts contribute to quality of life.