The purpose of this study was to develop a substantive grounded theory of courage among middle-aged adults with long-term health concerns. Twenty-five persons from rural and non-metropolitan areas of Central Illinois were selected to participate in this study based on theoretical sampling procedures. Interviews of 1 to 2 hours using openended questions were audiotaped and transcribed verbatim. The data were analysed using grounded theory methods. Courage among middle-aged adults with long-term health concerns was determined to consist of an ongoing progressive-regressive process of becoming and being courageous. Being courageous involves being fully aware of and accepting the threat of a long-term health concern, solving problems using discernment, and developing enhanced sensitivities to personal needs and the world in general. Courageous behaviour consists of taking responsibility and being productive. Courage is not limitless, and the process of becoming and being courageous is dependent on intrapersonal and interpersonal factors. Health-care providers facilitate this process by demonstrating competence and communicating effectively. Outcomes of being courageous include personal integrity and thriving in the midst of normality.