This study aimed to (a) identify factors that motivate older adults to participate in aqua-based exercise; (b) identify potential barriers; and (c) compare perceptions between older adults with and without osteoarthritis (OA). Fifteen adults above 60 years of age participated in one of three focus groups during which they discussed perceived benefits, motives, and barriers to aqua exercise. Pain reduction was considered a major benefit among those with OA, improved health and fitness was a principal benefit for those without OA. All participants felt that the instructor could act as both a motivator and barrier; the most significant barrier was cold changing facilities in winter. With the exception of pain reduction, perceived benefits, motivators, and barriers to aqua-based exercise are similar among older adults with and without OA. A greater understanding of these factors may help us to facilitate older adults with OA to initiate and adhere to aqua-based exercise.