A naturalistic, qualitative research design was used to explore hypercholesterolemic adults' experiences with cholesterol-lowering dietary change, with the goal of generating theory-building constructs about dietary change. Each of fifteen hypercholesterolemic clients of an outpatient nutrition counseling program participated in three semi-structured interviews about their food-related ideas and practices over a four-month period. Five components of cholesterol-lowering dietary change emerged from the data: knowing and finding out, making and using a game plan, eating foods, managing food settings, and checking up. These components represented the cognitive and behavioral aspects of participants' dietary change experiences. Each component was characterized by dimensions that highlighted the variation among the participants. The components were arranged in a model that emphasized their mutually shaping relationships. The model provides a framework for understanding and organizing the processes involved in cholesterol-lowering dietary change, and offers direction to both practitioners and researchers interested in improving interventions to promote dietary change.