This study explores the experience of a select group of women pregnant for the first time after age 35. A grounded theory approach was used to collect, code, compare, and contrast data arising from a series of indepth interviews. The resultant theoretical construct showed that these women conceived of pregnancy as a four phase project. Each phase revolved around a major concept and had a related goal. The women moved from the early planning and controlling phases through transition to a phase of uncertainty about how they would incorporate motherhood into their lives. Implications for nursing relate to the women's sophisticated learning needs, their ability to plan and control their experiences, their lack of synchronization with societal norms, their self confidence, and their continuing careers. / Applied Science, Faculty of / Nursing, School of / Graduate