The purpose of this research was to investigate the coming-out process for women at midlife, and to understand how this process of coming-out affects women's health and health care relationships. Using feminist grounded theory, from the interview data we elicited an understanding of how women experienced the coming-out process, how the process influenced their health and health care, what they considered problematic about the process, and how they managed or resolved problematic issues. The basic social process (BSP) of confronting the taken for granted illustrated how the central problem of credibility was experienced. The BSP has three phases: facing scary love, finding me, and settling in. Variables that impact on these phases are support and the concomitant microprocess of enduring perpetual outing. The findings provide a theoretical framework needed for health care providers to understand the coming-out process for midlife women and how it influences their health and health care. The theory provides new insights into the complexity for women transitioning to lesbian at midlife.