Background: Antenatal Care (ANC) is a central plank in reducing maternal mortality in low and middle income countries. ANC provides pivotal education to all individuals involved and can be utilised as a preventative tool in avoiding complications during childbirth. Within Indonesia, the maternal mortality ratio (MMR) remains unacceptably high in comparison to high income country counterparts, with an ANC coverage of 77% for a minimum of 4 visits. Few studies within Indonesia have explored the experiences of pregnant women accessing ANC and the impact this has on uptake of ANC services.Methods: Five focus group discussions (FGDs) with pregnant women were conducted at community health facilities within the city and urban areas of Surabaya, Indonesia, along with five semi-structured interviews with midwives employed at these health facilities. Results: Findings suggest individual circumstances, social and cultural dynamics and community and health care conditions shaping the uptake of ANC services. Fears of negative diagnosis prior to initial ANC appointment, personal beliefs and myths surrounding pregnancy, influence of husbands, family and friends and long waiting times with overcrowding leading to limited seating were shaping timely access and achieving 4 ANC visits. In addition, feeling comfortable with the quality of the service and receiving a friendly service from the practitioners was a theme across all FGDs. Finally, it was acknowledged feeling afraid of being referred to a hospital if deemed a high-risk pregnancy shaped return ANC visits. Conclusions: Efforts to decrease maternal and infant mortality rates in Surabaya have largely centred on increasing ANC coverage. The findings of this study highlight several factors shaping the uptake of ANC services by mothers. However, with ANC coverage (minimum 4 visits) now at 77% of the population, findings suggest that future research should be directed towards the standard of quality of ANC services being delivered.