The conceptual orientation of this study was informed by social ecology theory coupled with the concept of rural place, to investigate social processes embedded within the physical, social and symbolic environment affecting the health of rural grandmothers raising grandchildren. A modified grounded theory methodology was used to generate a middle range theory explicating the basic social process of rural grandmother-mothering. The Rural Grandmother-Mothering as Cushioning model explains how the rural place experience of the physical, social and perceptual environmental context influences the health of rural grandmothers raising grandchildren.This research has significance for the scientific community by demonstrating how place is fused with human experiences. Results can inform nursing interventions tailored to the unique social processes in rural settings and designed to promote the health of the increasing numbers of women engaged in grandmother-mothering.