This research explored "aging in place" among women age 65 and older living in Newton, Massachusetts. Study goals were to understand: the "places" that comprise the environment of "aging in place"; the factors that enable "aging in place"; "aging in place" in a suburb; and to refine definitions of "aging in place" Interviews with women used open-ended questions about women‘s early years in Newton and the changes they experienced in personal status, and places over time. Themes emerged using modified grounded theory with inductive and deductive approaches, and which acknowledged "sensitizing concepts".Six places comprised the "aging in place" environment: home, nature, neighborhood, Newton community, city, and the world. Each place had three dimensions: physical, social, and emotional.Factors enabling "aging in place" involved two categories: 1) characteristics of places, which included physical suitability, safety, and service availability, and 2) characteristics of women, which included resilience, economic stability, social connections, access to supports, independence, respectful relationships with children, pride in accomplishments, meaning in one‘s life, and sense of belonging.Women and their families moved to Newton to pursue upward mobility and other aspects of the American Dream. These goals were embedded in women‘s world-view and they were reluctant to relinquish suburban living in spite of barriers such as stairs in the home, loss of neighborhood friendships, and lack of driving. They adapted themselves and their surroundings in order to stay."Aging in place" definitions suggest passivity and stasis, and imply reluctance to move resistance to change, and that the alternative is a nursing facility. My findings suggest a different view. Women age in multiple places, reside in old or new residences, live for extended periods before decline inhibits activities, receive support in different places, are socially connected, are willing to change, and find alternatives to nursing homes.Findings can be used to encourage individuals, families, and providers to consider the complexity of "aging in place" and the total environment of elders as they plan for the future. Conversations about "aging in place" must challenge the implication that "aging in place" is negative and static, and emphasize its positive, dynamic qualities.