This study explored the characteristics, contextual factors and consequences of 10 counterfactual thoughts in seven elite athletes using Interpretative Phenomenological Analysis 11 (IPA). Counterfactuals were experienced regularly with self-directed and upward 12 counterfactuals (cognitions about how things could be better) being most frequent. These 13 upward counterfactuals typically occurred following performance that was below participants' 14 goals and expectations These thoughts were perceived by participants to have a negative affect 15 initially, and that they then led to facilitative behavioral consequences around learning and 16 development. Some elements of counterfactual thinking could be used as a useful reflective 17 tool to encourage elite athletes to problem solve and motivate cognitive, emotional and 18 behavioral change to enhance future performance.