Purpose: The purpose of this grounded theory study was to understand mothers' motives for sleeping with their babies and to generate a theoretical model that explains mothers' decision-making process. Background: Mother–infant bed sharing is a controversial practice that is poorly understood. Literature suggests routine bed sharing is underreported in the United States and that it is increasing in prevalence. Methods: Twenty-four bed-sharing mothers were interviewed in-depth about their bed-sharing practices, motivations, and experiences. Interview transcripts were qualitatively analyzed through constant comparison until theory from the data were generated. Results: Seven thematic motives emerged: (a) child's physical needs and safety, (b) child's emotional security, (c) child's sleep, (d) maternal sleep, (e) nighttime breastfeeding, (f) maternal psychological security, and (g) maternal pleasure. A grounded theory that described the decision-making process utilized by mothers who bed share was presented. Mothers moved through the process of recognizing needs, making decisions, attending to needs through bed sharing, and evaluating effects in order to meet their children's needs as well as their own. A basic social process of getting through the night intact was described. Conclusion: Motives for mothers to bed share with their babies are interrelated and change over time. Within a complex context, mothers make either intentional or unintentional decisions to bed share in order to meet the needs of their babies and themselves.