Food insecurity affects approximately 8.4 million people in the UK, one of the worst levels in Europe.Food insecurity is associated with poor diet quality and obesity; however, the drivers of this relationship are unclear. This study used a qualitative approach to explore factors that influence food choice and eating behaviour in a food-insecure population in Liverpool, UK. Face-to-face interviews were conducted with adults (N=24) who were clients at foodbanks. The interviews were informed by a semi-structured interview schedule, which focussed on access to food, factors influencing food choices, and strategies used to conserve food. Interview transcripts were analysed using inductive thematic analysis. Six themes were identified; 'Income', 'Cost of food', 'Accessibility of shops', 'Health issues', 'Food rationing strategies' and 'Worsened health outcomes'. Income was the most salient factor influencing participants' food choices with all participants reporting a constant struggle to afford food. Food decisions were primarily based on cost; most participants valued eating healthily but could not afford to do so. Strategies to ration food included skipping meals, consuming small portions, cooking in bulk, and prioritising children's food intake. The majority of participants reported pre-existing physical and/or mental health issues, but these were exacerbated by poor access to food leading to a vicious cycle of stress and worsening health issues. In conclusion, participants' food choices and eating behaviour seemed to be most strongly influenced by their level of income. Findings also highlight the mental health impact of food insecurity. Initiatives addressing income and the cost of healthy food are required.