ABSTRACT: We sought to determine whether women's attitudes and concerns, confidence in ability to control pain, and practice of pain-control techniques would predict pain and coping or distress-related thought during labor. During the third trimester of their pregnancies, 115 women completed the prenatal self-evaluation inventory and measures of confidence and practice of pain-control techniques. During the latent (≤3 cm), active (4–7 cm), and transition (≥ 7 cm) phases of labor, interviews were conducted to assess levels of pain and the content of women's cognitive activity on a continuum that ranged from coping-related thought to distress-related thought. Women's confidence in their ability to use relaxation techniques and their reported practice of pain-control strategies did predict lower levels of pain and greater coping-related thought during latent labor, but failed to account for pain or coping-distress in active or transition phases of labor. High scores on the Prenatal Self-Evaluation Inventory fear of pain and helplessness scale predicted high levels of distress during latent labor. Two other scales, concern for self and baby and acceptance of pregnancy, were significant predictors of pain and distress in active and transitional labor. The results suggest that, with the shift from latent to active labor, women's fundamental concerns and anxieties become manifest, and may take precedence over the skills acquired through childbirth education in moderating experienced pain and distress.