Objective: Late-night eating during pregnancy is associated with greater risk for gestational diabetes. The purposes of this study were to describe reasons why women engage in late-night eating and to understand perceptions about changing this behavior. Design: Focus groups using a semi-structured interview script. Setting: Urban university-affiliated obstetric clinic. Participants: Low-income black women (n = 18) with overweight/obesity at entry to prenatal care. Phenomenon of Interest: Late-night eating. Analysis: Exhaustive approach coding responses to specific questions. Results: Individual and interpersonal contributors to late-night eating included hunger, altered sleep patterns, fetal movement, and the influence of others. Food choices were largely driven by taste and convenience. Some women reported that they could alter nightly eating patterns, whereas others would consider changing only if late-night eating were associated with a severe illness or disability for the child. Conclusions and Implications: There was considerable heterogeneity among the participants of this study regarding reasons for late-night eating during pregnancy and attitudes toward changing this behavior. Although the themes identified from this study cannot be generalized, they may be useful to inform future studies. Future research might develop strategies to overcome individual and social factors that contribute to late-night eating during pregnancy.