Multiple health behaviour change interventions hold promise in enhancing health. In particular, increasing physical activity has been associated with improved mental health while the effect of smoking cessation has been estimated to be equal to or greater than effects of antidepressants on mood disorders. Run to Quit is a national initiative targeting physical inactivity and smoking using group run clinics in 21 locations across Canada. The purpose of this study is to describe the intervention and present baseline data. The intervention is multi-layered, and consists of several evidence-based approaches that target smoking cessation through group-based running, curriculum regarding effective ways to quit smoking, self-help materials, involvement of family or friends as "quit buddies", etc. Implementation and outcomes of this program will be examined using a mixed methods approach. Participants will complete questionnaires assessing physical activity, smoking and quality of life at weeks 1, 3, and 10 in the 10-week program. An objective measure of smoking status will be taken pre- and post-program. Post-program interviews will be conducted with participants and coaches. Baseline demographic data suggests that the majority of participants (n = 161) are female (71%), Caucasian (91%), report being 'somewhat' to 'very stressed' (86%), and are regular smokers (avg. 12.58 cigarettes/day). Results examining associations between physical activity and quality of life at baseline will be presented. This research investigating the implementation of a multi-layered, group-level intervention will provide insights into the ability to change multiple health behaviours, and subsequent physical and mental health, of inactive smokers.