OBJECTIVE: labour pain is unique and complex. In order to develop a more sophisticated understanding of labour pain this exploratory study aimed to examine women's experiences of labour pain within the perspective of modern pain science. An improved understanding of labour pain will assist in informing and enhancing pain management approaches. DESIGN: a qualitative study was performed using phenomenology as the theoretical framework. Data were collected from telephone interviews. Thematic analysis of transcripts was performed. SETTING: Melbourne, Australia. PARTICIPANTS: a diverse sample of 19 women who gave birth in a large maternity hospital was interviewed in the month following labour. FINDINGS: the data suggest that a woman's state of mind during labour may set the stage for the cognitive and evaluative processes that construct and give meaning to her pain experience. Women's descriptions of their pain experiences suggested two states of mind. The first was characterised by the mind remaining focussed, open and accepting of the inner experience, including pain. This state tended to be accompanied by a more positive reporting of the labour experience. The second was characterised by the mind being distracted and thought processes featured pain catastrophising, self-judgment and a negative evaluation of pain. Although these two mind states appeared to be distinct, women could shift between them during labour. Women's evaluations of their pain were further influenced by their personal beliefs, desires, the context and the social environment. KEY CONCLUSIONS: women's state of mind during labour may set the stage for the cognitive and evaluative processes that construct and give meaning to their pain experience. IMPLICATIONS FOR PRACTICE: developing interventions for labour pain that promote positive evaluative processes and cultivate a state of mind focussing on the present may improve women's experiences of labour pain.