Background: Half of all Veterans are aged 65 or older. Age and associated chronic conditions increase risk for functional limitations, defined as difficulty performing day-to-day activities. This is significant not only because older Veterans place a high priority on maintaining function, but also because the manifestation of limitations signifies elevated risk for adverse outcomes. Effective interventions are needed to help older Veterans maintain independence in the community. This project will adapt an empirically-supported psychosocial therapy for depression – behavioral activation (BA) – to promote physical, cognitive, and social functioning in community-dwelling older Veterans at risk for functional decline. As a brief intervention that increases engagement in values-aligned activities, BA is a promising approach to support functioning. Specific Aims and Methods: We will develop and pilot test a six-week telehealth-delivered BA intervention, “Behavioral Activation for Independence in Older Veterans” (ACTIVaTE). The intervention will be designed to increase engagement in meaningful activities in line with individual values. The target population is older Veterans (age ≥65) enrolled in VA primary care who are at risk for functional decline, defined as a score of ≥3 on the Vulnerable Elders Survey (VES-13). This will be accomplished over three aims: Aim 1. Adapt: We will develop ACTIVaTE based on an existing BA model (Brief Behavioral Activation Treatment for Depression-Revised) for delivery to older Veterans at risk for functional decline via VA Video Connect (VVC). Our previous experience with BA will inform the initial adaptation, incorporating perspectives from primary care, geropsychology, and occupational therapy. We will seek feedback on the preliminary manual and participant workbook via semi-structured interviews with VA psychologists (n=5), occupational therapists (n=5), and Veterans (n=5), using findings to further modify the materials. Aim 2. Refine: We will conduct an open trial of ACTIVaTE delivered via VVC in 10 older Veterans at risk for functional decline, using mixed methods to determine preliminary acceptability of the intervention. Further refinements will be made to the intervention based on findings from qualitative interviews and a satisfaction survey using the Theoretical Framework of Acceptability. Aim 3. Test: We will conduct a pilot RCT of ACTIVaTE versus attention control in 48 older Veterans with VES- 13 score ≥3 recruited from primary care. We will collect clinical measures at baseline, 6 weeks, and 12 weeks, using the Ambulatory Measure for Post-Acute Care (AM-PAC) and PROMIS Satisfaction with Social Roles and Activities as primary measures of physical, cognitive, and social functioning. We will also conduct semi- structured interviews with a purposive sample of participants based on satisfaction and adherence. Feasibility will be determined by enrollment and retention and acceptability will be determined by adhe...