Abstract In the general U.S. population, it is estimated that 25.3 million adults experienced chronic pain in the past year. Depression is highly co-morbid with pain, increases the severity and chronicity of pain, and is predictive of nonadherence to medical recommendations. Positive affect is uniquely related to a host of beneficial outcomes including less pain, higher functional status, and better adherence to medical recommendations, independent of the effects of depression and other negative affects. There is a need for effective, easily disseminated interventions to help people cope with chronic pain, decrease depression and distress that pose barriers to optimal adherence and potentially boost the efficacy of integrative as well as conventional pain treatments. Our goal for this proposed R34 is to develop LARKSPUR (Lessons in Affect Regulation to Keep Stress and Pain UndeR control), an online-delivered positive affect skills intervention tailored for people living with chronic musculoskeletal pain to optimize effects on depression, adherence, and pain in conjunction with integrative or conventional treatments. LARKSPUR will be based on our previously developed online positive affect intervention for people coping with a variety of health-related stress. In order to tailor the existing intervention, we will conduct focus groups and user tests with people living with chronic pain and consult with integrative health providers who commonly treat chronic pain. We will then conduct a randomized pilot trial of the tailored intervention in people seeking integrative treatment for chronic musculoskeletal pain. In the final phase, in collaboration with BraveNet, a practice based research network, we will determine optimal sites for a future randomized trial based on patient base, integrative treatments offered, partner primary care sites, electronic health records, and outcomes of feasibility assessments at potential sites. The proposed study will lay the foundation for future implementation of LARKSPUR in integrative medicine and primary care clinics by selecting sites for a future high-quality, adequately powered trial of LARKSPUR as an adjuvant to integrative or conventional treatments for chronic pain.