The purpose of this study is to explore attitudes and beliefs that affect decisions about prescribing and administering pain medications in older adults who live in long-term care (LTC), with a particular emphasis on those with cognitive impairment. At each of the four participating LTC facilities, data were gathered from three separate groups of health care professionals: physicians, registered nurses, and registered practical nurses. Based on grounded theory, a model was developed that highlighted critical decision points for nurses and physicians regarding pain management. The major themes that emerged from the data concerned pain assessment (lack of recognition of pain, uncertainty about the accuracy of pain assessment and diagnosis) and treatment (reluctance to use opioids, working to individualize pain treatments, issues relating to physician trust of the nurse on prescribing patterns). These findings may facilitate the development of innovative approaches to pain management in LTC settings.