Innovative care interactions are needed when helping a woman who exhibits severe pain or distress during the second stage of labor. We describe how caregivers and laboring women interacted during second-stage labor, with particular attention to how caregivers managed pain and distress. We used observational methods to perform a microanalysis of behaviors from video-recorded data. Pain occurred during labor contractions, and distress (an emotional response to pain) manifested primarily between contractions. Four patterns of women's behavior were identified: 1) no pain or distress, 2) low-level pain and/or distress, 3) focused working, and 4) severe pain and/or distress. Successful care was identified as enabling the woman to maintain herself in any state other than severe pain and/or distress. Particular modes of speech used by the caregiver enabled the attainment of successful care when the woman was not in severe pain or distress. When severe pain or distress existed, innovative caregiving transitioned the woman to another state. Successful intervention strategies included 1) giving innovative directions and 2) “talking down.” Ordinary modes of “birth talk” can be used when severe pain or distress is not manifested and when the primary care problem is to assist women with bearing down. Innovative care interactions are needed when faced with severe pain or distress. Managing labor pain is an ongoing focus of clinicians who provide care to women in labor. In addition to pain, women might also experience distress, an emotional response to the labor experience. Whether from choice or necessity, caregivers for laboring women need nonpharmacologic interventions and interpersonal skills that can help women endure labor and give birth. Labor is hard work, and even in precipitous labors most women require assistance. Care given to a laboring woman consists of employing comforting strategies that help her cope with the pain of uterine contractions. The purpose of these comfort strategies is to help the woman find needed resilience during labor. Most cultures have mechanisms for providing this kind of support. In this article, we identify patterns of behavior used by laboring women and describe successful and unsuccessful strategies used by caregivers to help these women deal with pain and distress during the second stage of labor.