- Shame is a debilitating inner experience elicited by the negative self-appraisal of one's entire self, and is characterized by a deep-seated sense of being flawed, defective, and therefore unworthy of acceptance and belonging (Brown, 2006). Although significant research has explored self-conscious emotions, including shame, little has been done to examine shame in specific exercise settings such as cardio-based exercise classes that may actually promote the experience of shame. Using Brown's (2006) Shame Resilience Theory (SRT) as a guiding framework, the purpose of this study was to examine the experiences among women with shame, and the shame-resistant attribute of self-compassion, in exercise, as well as to identify possible strategies for creating a climate in cardio-based exercise classes that emphasizes self-compassion over shame. An interpretative phenomenological analysis epistemology and methodology was used to analyze, understand, and interpret the meaning and lived experiences of shame and self-compassion among 15 women in cardio-based exercise classes. Three superordinate themes emerged for both shame ("I’m just not enough," "There’s something wrong with me; I don’t belong here," and "Shame moves in and takes over") and self-compassion ("The importance of relationships," "Self-compassion makes me feel whole," and "Self-compassion is so hard, but it's worth it"), and four superordinate themes emerged representing the proposed strategies ("Talk about shame in the classroom," "Create the right climate," "Establish guidelines for instructors," and "Learn to help yourself"). The findings of this study are consistent with Brown’s SRT and Neff’s (2003) conceptualization of self-compassion and suggest that certain elements in an exercise class setting, as well as the type of exercise class, promote shame experiences for women. This study also provides support for the role of self-compassion as a protective and shame resilient mechanism. Further research is needed to expand on the relationships between shame and self-compassion in more diverse samples of exercisers, as well as the application of this study's proposed strategies in a variety of group, team, and individual exercise settings.