Project: Health-related fitness and enjoyment outcomes were analyzed on a physical education program that adopted an exclusive fitness conditioning physical education curriculum. Means: Freshmen enrolled in physical education (n = 228; Mean age = 14.12 years ± .91; Females = 117 (51%); Males = 111 (49%)) completed pre and post FitnessGram curl-ups, push-ups, and the PACER, height and weight measurements, a modified Physical Activity Enjoyment Scale (PACES), and two open-ended questions (likes and dislikes of PE). Pre and post assessments were analyzed using Paired t-tests, one-way ANOVAs, and qualitative categorizing. Outcome: Significant fitness improvements for females occurred in the push-ups (F(1, 105) = - 5.286, p < .000), curl-ups (F(1,107) = -4.171, p < .000), and the PACER (F(1, 89) = -6.680, p < .000) and for males in push-ups (F(1, 98) = -2.939, p < .004) and the PACER ((F(1, 80), -6.196, p < .000). Males reported significantly higher PACES enjoyment scores (F(1, 184) = 19.843, p < . 000) compared to females. Four categories were formed that encompassed open-ended responses: teacher, social/friends, content/curriculum, and affect. Reflection: Although this fitness conditioning program enhanced health-related fitness levels, and many students perceived value and benefits of participating in such a program, males clearly enjoyed their physical education experience more than females.