Objectives:We examined developmental trajectories of multisite musculoskeletal pain in midlife, and their associations with mental well-being. Methods: Midlife municipal employees at baseline aged 40, 45, 50, 55 or 60 years (80% women) from the City of Helsinki, Finland, responded to a baseline questionnaire in 2000-02 (N = 8,960; response rate 67%) and follow-ups in 2007 (N = 7,332; 83%) and 2012 (N = 6,809; 78%). Trajectories of the number of pain sites (0-4) were modelled using latent class growth analysis (n = 6,527). Common mental disorders were assessed by the General Health Questionnaire (GHQ) 12-item version (trichotomized to low, intermediate or high). Information on health-related behaviour, comorbidity and socioeconomic position was obtained from the questionnaire.Associations of baseline factors with pain trajectories were assessed by multinomial logistic regression. Results: We identified four distinct pain trajectories: high (15%), increasing (24%), decreasing (20%) and low (41%). After an initial increase, the high and increasing trajectories stabilized at around 2.5 and 1.5 pain sites respectively. In a multivariable model, high, increasing and decreasing trajectories of pain sites were associated with higher baseline GHQ scores. The association was strongest for the high trajectory (low GHQ: OR 3.7, 95% CI 2.8-4.9; high GHQ: OR 5.4, 95% 4.4-6.6). Trajectory membership also associated with unhealthy behaviours, musculoskeletal comorbidities and a low socioeconomic position at baseline. Average GHQ was consistently highest for the high pain trajectory and decreased in the decreasing trajectory over the follow-up.Conclusions: Multisite musculoskeletal pain shows variable developmental patterns among midlife employees. The trajectories are associated with the level of common mental disorders. Significance: Four developmental trajectories of multisite pain in midlife were described over 10-12 years of follow-up: low (41% of the sample), increasing (24%), high (15%) and decreasing (20%). Common mental disorders strongly associated with these. Belonging to the highest tertile of mental disorders at baseline increased the risk of membership in the high trajectory more than fivefold. On the other hand, together with a decrease in mental disorders, the number of pain sites decreased to zero.