Previous research has shown that early maturing girls at age 11 have lower subsequent physical activity at age 13 in comparison to later maturing girls. Possible reasons for this association have not been assessed. This study examines girls' psychological response to puberty and their enjoyment of physical activity as intermediary factors linking pubertal maturation and physical activity. Participants included 178 girls who were assessed at age 11, of whom 168 were reassessed at age 13. All participants were non-Hispanic white and resided in the U.S. Three measures of pubertal development were obtained at age 11 including Tanner breast stage, estradiol levels, and mothers' reports of girls' development on the Pubertal Development Scale (PDS). Measures of psychological well-being at ages 11 and 13 included depression, global self worth, perceived athletic competence, maturation fears, and body esteem. At age 13, girls' enjoyment of physical activity was assessed using the Physical Activity Enjoyment Scale and their daily minutes of moderate to vigorous physical activity (MVPA) was assessed using objective monitoring. Structural Equation Modeling was used to assess direct and indirect pathways between pubertal development at age 11 and MVPA at age 13. In addition to a direct effect of pubertal development on MVPA, indirect effects were found for depression, global self worth and maturity fears controlling for covariates. In each instance, more advanced pubertal development at age 11 was associated with lower psychological well-being at age 13, which predicted lower enjoyment of physical activity at age 13 and in turn lower MVPA. Results from this study suggest that programs designed to increase physical activity among adolescent girls should address the self-consciousness and discontent that girls' experience with their bodies during puberty, particularly if they mature earlier than their peers, and identify activities or settings that make differences in body shape less conspicuous.