Poor diet quality is common among low-income, overweight, African-American mothers, placing them at high risk for adverse pregnancy outcomes. We sought to better understand the contextual factors that may influence low-income African-American mothers’ diet quality during pregnancy. In 2011, we conducted semi-structured interviews with 21 overweight/obese, pregnant African Americans in Philadelphia, PA, all of whom received Medicaid and were eligible for the Special Supplemental Nutrition Program for Women, Infants, and Children.