Fast-food restaurants are more prevalent in lower income and predominately African American neighborhoods, where consumption of fast-food is also higher. In general populations, fast-food consumption is related to less healthy dietary intake. This cross-sectional study examined the hypotheses that greater fast-food consumption is associated with less healthy dietary intake and poorer diet quality in overweight and obese women (N=196, 25–51 years, 87% African American) recruited from financially disadvantaged Census tracts. Dietary intake and diet quality (Alternate Healthy Eating Index, AHEI) were assessed via three 24-hour dietary recalls. Linear regression models tested the association between fast-food consumption and each outcome (Model 1). Model 2 added sociodemographics and physical activity. Model 3 added total caloric intake. Fast-food consumption was significantly associated with total caloric intake; total intake of meat, grains, sweetened beverages, dairy, fiber, cholesterol, sodium, and added sugar; and percent of calories from total fat, saturated fat, and trans fatty acids. Statistically significant associations remained in Model 2 but most were not significant in Model 3. Fast-food consumption was not associated with diet quality (AHEI) in any model. In this at-risk sample, fast-food consumption was associated with more negative dietary practices. Significant associations generally disappeared when controlling for total caloric intake, suggesting that women who eat more fast-food have higher total caloric intakes as a result of increased consumption of unhealthy rather than healthy foods.