Background: Persistent breast pain (PBP) is prevalent among breast cancer survivors and has powerful negative psychological consequences. The present study provided a first test of the hypothesis that: (a) pain catastrophizing, (b) heightened perceived risk of cancer, and (c) worry that pain indicates cancer may be independent mediating links between breast cancer survivors' experiences of PBP and heightened emotional distress. Methodology: We assessed levels of PBP and psychological factors in breast cancer survivors (Survivor Group: n ¼ 417; Stages I-IIIA; White = 88.7%; Age M ¼ 59.4 years) at their first surveillance mammogram post-surgery (6-15 months). A comparison group of women without histories of breast surgery or cancer (Non-cancer Group: n ¼ 587; White = 78.7%; Age M ¼ 57.4 years) was similarly assessed at the time of a routine screening mammogram. All women completed measures of breast pain, pain catastrophizing, perceived breast cancer risk, and worry that breast pain indicates cancer, as well as measures of emotional distress (symptoms of anxiety, symptoms of depression, and mammographyspecific distress). Analyses included race, age, BMI, education, and menopausal status as covariates, with significance set at 0.05. Results: As expected, PBP prevalence was significantly higher in the Survivor Group than in the Noncancer Group (50.6% vs. 17.5%). PBPþ survivors also had significantly higher levels of emotional distress, pain catastrophizing, mammography-specific distress, and worry that breast pain indicates cancer, compared to PBPÀ survivors. Structural equation modeling results were significant for all hypothesized mediational pathways. Interestingly, comparisons of PBPþ to PBPÀ women in the Noncancer Group showed similar results. Conclusion: These findings suggest the importance of (a) pain catastrophizing, (b) perceived breast cancer risk and, (c) worry that breast pain may indicate cancer, as potential targets for interventions aimed at reducing the negative psychological impact of PBP in post-surgery breast cancer survivors, as well as in unaffected women with PBP due to unknown reasons.