Women with gestational diabetes (GDM) have a fivefold higher risk of developing type 2 diabetes (T2DM). Furthermore, Hispanic and African-American women are disproportionately affected by GDM, but their views on prevention of T2DM after gestational diabetes are largely unknown. We conducted semi-structured interviews with 23 women (8 Hispanic, 8 African-American, 7 non-Hispanic White) from two academic clinics in Chicago, IL. Interview questions elicited perspectives on prevention of T2DM; the interview protocol was developed based on the Health Belief Model. Two investigators applied template analysis to identify emergent themes. Women conceptualized risk for T2DM based on family history, health behaviors, and personal history of GDM. A subgroup of women expressed uncertainty about how GDM influences risk for T2DM. Women who described a strong link between GDM and T2DM often viewed the diagnosis as a cue to action for behavior change. T2DM was widely viewed as a severe condition, and desire to avoid T2DM was an important motivator for behavior change. Children represented both a key motivator and critical barrier to behavior change. Women viewed preventive care as important to alert them to potential health concerns. Identified themes were congruent across racial/ethnic groups. Diagnosis with GDM presents a potent opportunity for engaging women in behavior change. To fully harness the potential influence of this diagnosis, healthcare providers should more clearly link the diagnosis of GDM with risk for future T2DM, leverage women's focus on their children to motivate behavior change, and provide support with behavior change during healthcare visits in the postpartum period and beyond.