Background around 20% of women suffer childbirth fear causing them significant distress and often leading to requests for caesarean section. In Sweden, fearful pregnant women are offered counselling, however in Australia no dedicated service caters for the specific needs of these women. Indeed scant research has been conducted in Australia and little is known about women?s concerns and if these align to those reported in the international literature. Aim to describe the sources, responses and moderators of childbirth fear in a group of pregnant women assessed as having high levels of childbirth fear. Method comparative analysis was used to identify common concepts and generate themes that represented women?s perspectives of childbirth fear. Data consisted of 43 tape recorded telephone conversations with highly fearful pregnant women who were participating in a large randomised controlled trial known as BELIEF (Birth Emotions, Looking to Improve Expectant Fear). Findings women?s fears were conceptualised into three themes: fear stimuli; fear responses; and fear moderators. Lack of confidence to birth, fear of the unknown, internalising other women?s negative stories, perineal tearing and labour pain were common concerns for first time mothers. For multiparous women, not having had personal feelings resolved following their previous birth and negative experiences of last birth influenced current expectations for their upcoming birth. Themes common to both groups were: unmet information and support needs, feelings of loss of control and lack of input in to decision-making. Some women however, chose to avoid birth planning in order to cope during pregnancy. Conclusion Australian women had similar childbirth concerns to those reported in the international literature. However unique to this study was finding two opposing discourses; one of preoccupation with negative events and the other; avoidance of planning for labour and birth. Provision of woman centred maternity models that minimise obstetric intervention, offer personalised conversations following birth, and are sensitive to identifying; listening and assisting women to modify their fears in early pregnancy are required to promote positive anticipation and preparation for birth.