Black men have a 1.5 higher incidence of type 2 diabetes (diabetes) compared to non-Hispanic White men and are twice as likely to die from diabetes-related complications. Additionally, Black men are more likely to be diagnosed with diabetes compared to non-Hispanic White men. Suboptimal diabetes self-management dramatically increases the risk for micro and macrovascular complications. Because Black men have worsened glycemic management compared to non-Hispanic White men, their risk for these diabetes complications is higher. In addition to physical complications, patients with diabetes are twice as likely to experience depressive symptoms than those without diabetes. Depressive symptoms are associated with suboptimal blood glucose levels and diabetes complications. A growing body of literature also demonstrates the critical role of gender in the management of physical and mental health conditions, including diabetes and depression, and shows that male gender norms may conflict with help-seeking and healthy behaviors. For instance, societal beliefs that men should display autonomy, dominance and cope independently with pain or discomfort, can create barriers to asking for help from family members to support behavior change, and/or following advice given by both medical and mental health care professionals. Program ACTIVE (Adults Coming Together to Increase Vital Exercise) is an evidence-based, cognitive behavioral therapy (CBT) and community-based exercise (exercise) intervention that aims to improve diabetes and depression outcomes and was developed for adults with diabetes. Considering the literature pointing to the success of Program ACTIVE and other combination CBT and exercise interventions, such interventions can be further tailored to meet the needs of Black men with diabetes and depression in order to effectively reach, retain, and improve outcomes in this population. Research suggests that Black men have more adverse life experiences than men of other racial/ethnic groups, and consequently, experience worsened mental health. There is also a dearth of literature about barriers and facilitators to mental health care utilization and exercise among Black men with diabetes. Identifying barriers and facilitators to mental health care utilization and exercise informs the design of relevant, context-specific implementation strategies for initiating combination exercise and CBT interventions with Black men with diabetes who receive care at a community-based health clinic. The proposed implementation project seeks to: 1) Adapt the evidence-based Program ACTIVE intervention to work for Black men with diabetes and depression in a community-based clinic and 2) conduct a pilot randomized controlled trial to estimate intervention effect sizes on our primary outcomes of glycemic control (HbA1c) and depression. Data from the pilot trial will help refine recruitment strategies, training materials, and the implementation protocol to be used in a larger pilot trial.