Inclusion Criteria  Aged 60 and older English- speaking Self-reported MSK pain (include cLBP +/- radiating symptoms, OA, fibromyalgia) on most days for the past 3 months that interferes with daily activities Pain intensity that is 4+/10 on the numerical pain rating scale Pain interference threshold 5+ on PEG-3 Depressive symptoms, 10+ on PHQ-9 Capable of participating in home-based activity Interested in participating in a non-pharmacologic program  Exclusion Criteria:  Aged 59 or less No telephone Not English speaking Unwilling to be randomized to either study arm Not interested in participating in a non-pharmacologic program Self-reported uncorrected hearing and visual impairments precluding ability to participate in telephone sessions or read pedometer screen Significant (moderate or severe) cognitive impairment (3+ errors) on six-item screening exam Self-reported dependence on wheelchair, bed-bound, or severe balance impairment or severe OA* (resulting in inability to participate in physical activity intervention) Illness requiring hospitalization within the last 3 months that interferes with a home-based physical activity intervention (e.g., fall, gout attack, stroke, heart attack, heart failure, surgery for blocked arteries) Suicidal intent (see suicide screening protocol), uncontrolled psychotic disorder or psychiatric hospitalization within 1 year, or enrolled in active substance use program (confirmed with scripted protocol over telephone)