Inclusion Criteria:  adolescents (ages 12-17) self-identifying as AA, BMI≥95th percentile for age and gender primary caregiver who is either overweight (BMI 25.0 to 29.9) or obese (BMI≥30) and willing to participate in treatment adolescent residing primarily with the primary caregiver within 30 miles of the MUSC, and 5) adolescent and caregiver obtain PA clearance from a health care provider (see Protection of Human Subjects).  Exclusion Criteria:  obesity secondary to medication use for another medical condition (e.g., steroids, antipsychotics); secondary to a chronic condition (e.g., Down syndrome, Prader-Willi syndrome, Cushing's syndrome).  Exclusion criteria that apply to both adolescents and caregivers are:  pregnancy, thought disorder (e.g., schizophrenia or other psychosis), suicidal, or homicidal serious cognitive impairment (e.g., inability to complete questionnaires)