The endothelium is the first line of defense for maintaining normal vascular function in the vessel wall; however, the endothelium is sensitive to metabolic stress. In patients with insulin resistance or type 2 diabetes mellitus, a set of metabolic insults--namely high plasma levels of glucose and free fatty acids, increased inflammation, dyslipidemia, and hypertension--cause endothelial dysfunction and a transition from an antiatherogenic endothelium to a proatherogenic endothelium. Disruption of endothelial function leads to activation of platelets and macrophages, increased thrombotic potential, transition of macrophages to foam cells, stimulation of cytokine secretion, and proliferation of vascular smooth muscle cells. Insulin-sensitizing agents, such as the thiazolidinediones (TZDs), improve flow-mediated vasodilation, decrease macrophage and smooth muscle cell activation, proliferation, and migration, and decrease plaque formation. The TZDs exert multifaceted effects on the vasculature by regulating the expression of transcription factors and orchestrating whole-gene programs that restore vascular physiology to the healthy state. Exercise training and increased levels of habitual physical activity have therapeutic benefit in terms of both preventing and treating insulin resistance and diabetes. However, this benefit of exercise training and increased physical activity is complicated by the fact that individuals with insulin resistance or type 2 diabetes have decreased maximal exercise capacity or maximal oxygen consumption and have slower oxygen uptake kinetics at the beginning of exercise. Both of these abnormalities contribute to the decreased levels of habitual physical activity observed in patients with diabetes. Preliminary data suggest that TZDs improve measures of cardiac function and exercise capacity, and investigators are assessing the impact of treatment with rosiglitazone on exercise capacity in an ongoing clinical trial.