While national HIV prevalence remains low in China, female sex workers (FSWs) have become infected at high rates. Free voluntary HIV counseling and testing (VCT) has been offered in recent years; however, its utilization rate is low. This study explored factors related to FSWs' willingness to utilize a VCT clinic. Qualitative interviews informed by the Ecological Perspective were conducted to interview 17 FSWs and 12 managers from 23 selected entertainment establishments in Jinan, the capital of Shandong province in northern China. While the majority of FSWs professed willingness to use VCT services, they described barriers to actual utilization of services which included: misunderstandings about HIV; low perceived risk and HIV prevalence; mistrust of the free VCT; and especially anxiety about the implications of possible test results. This research suggests that increasing FSWs' utilization of VCT will require increased knowledge of HIV and VCT, and acceptance of testing and on-site VCT services.