Worry is reviewed to inform a cognitive-behavioural understanding of chronic pain. How worry comes to dominate is discussed as 'vigilance' and why worry comes to dominate is discussed as 'problem solving'. These two aspects are applied to worrying about chronic pain. Chronic pain is re-presented as chronic vigilance to threat that may lead to a perservation of attempts at solving the problem of achieving escape from pain. Attempts will be frustrated by the insolubility of the problem of chronic pain. The clinical and theoretical implications of this application are discussed.