EPI-based 7T fMRI techniques suffer from spatial distortions in areas of B0 inhomogeneity, signal dropout near air-tissue boundaries, and gradient induced acoustic noise can be as high as 115-120dB. We have developed fast, quiet, low-distortion whole brain 7T fMRI by using the T2-prepared Rotating Ultrafast Imaging Sequence (RUFIS). RUFIS is a ZTE technique with low gradient switching, so it does not suffer from many of the problems of EPI-based methods. It has no spatial distortions and signal dropout, and is 40dB quieter than standard EPI-based technique. Whole-brain 3mm isotropic results for resting state and task-based 7T fMRI experiments are shown.