Abstract Paired PLIÉ (Preventing Loss of Independence through Exercise) is a behavioral intervention that integrates physical, mental and social activities into a multi-modal, group movement program for pairs of people with dementia and care partners. This process evaluation aimed to examine care partners’ observations and reactions to the Paired PLIE Program as part of a larger RCT. Three pairs completed up to 24 in-person classes and home practice (weekly handouts with themes for reflection and practice). Data included care partners’ daily written logs, weekly responses to home practice handouts, and emails received after program completion. Themes were categorized as physical, cognitive, and social/emotional based on prior work, and sub-themes were identified through an iterative, collaborative process. Physical functioning: care partners observed functional improvement and less symptomatic discomfort in both partners (e.g., dyad 3, week 9: “He could get up even without optimal chair and cushion.”) Cognitive functioning: care partners observed heightened engagement and focus in affected individuals (e.g., dyad 2, week 4: “He finished two crosswords completely (this was never done prior).”) Social/emotional functioning: care partners observed greater connection to the affected individual and lower stress in both partners (e.g., dyad 1, week 2: “…helped me relax and feel less stress.”) Two care partners noted that the PLIE program, especially the home practice component, added burden (e.g., dyad 3, week 9: “Neither of us was into doing more than [a] short time.”) For future groups, the home program will be revised and de-emphasized to maximize benefits and minimize burdens.