Strength and Pain-Coping Through Resilience and Knowledge

Inclusion Criteria: * Self-report pain \>3 out of a 0 -10 scale that has lasted longer than 3 months and keeps subjects from doing at least one activity that subjects would like to do * Live in the community * Live in Central Maryland * Score a 5 or higher on the PHQ-9 (depression measure) at least two times during a two week period (screening call and then at first data collection visit) * Must be pre-frail (one or two criteria on frailty phenotype) or frail (three or more of the criteria on frailty phenotype) * One ADL or IADL limitation Exclusion Criteria: * Hospitalized \> 3 times in the last year * Participating in physical therapy * Have a terminal diagnosis (\<1 year expected survival) * \> moderate intellectual impairment (5-7 errors) based on the Short Portable Mental Status Questionnaire (SPMSQ) * Unable to speak or understand English