Research on the psychological aspects of the cancer experience rarely takes into account the dramatic physical changes a person is experiencing, while the medical literature tends to ignore identity concerns for those with advanced cancer. When both physical changes and identity are explored, samples typically include women and men who aremiddle-aged. The current project was aimed at exploring how identity and physical changes were experienced by older women with advanced cancer. Data were collected from 12 women aged 60 and older from hospices in and around Tuscaloosa, AL and Tampa, FL using a grounded theory approach. Two interviews were conducted with most participants. A model was developed that captured the data. Some of the major findings include: physical changes, interactions with others, and awareness of death impacted the participants' pre-illness identity; participants engaged in various forms of coping mechanisms and resistance strategies to reformulate their identity or retain important aspects of their pre-illness identity, and this identity reformulation was most often in the service of maintaining an acceptable quality of life. The data from the study are compared with literature in the areas of social psychology, death and dying, feminist theory, philosophy, nursing and medicine, and developmental psychology. Implications of the model are discussed as well as directions future research in this area may take.