Medical male circumcision (MMC) is a central component of HIV prevention. In this study we examined barriers to and facilitators of MMC in Rakai, Uganda. Interviews and focus groups with MMC acceptors, decliners, and community members were collected and analyzed iteratively. Themes were developed based on immersion, repeated reading, sorting, and coding of data using grounded theory. Pain, medical complications, infertility, lack of empirical efficacy, waiting time before resumption of sex, and religion were identified as obstacles to MMC acceptance. Prevention and healing of sexually transmitted infections (STIs), access to HIV and other ancillary care, penile hygiene, and peer influence were key motivators. Voluntary counseling and testing for HIV, partner influence, and sexual potency were both barriers and motivators. Individual and societal factors, such as pain and religion, might slow MMC scale up. Health benefits, such as HIV/STI prevention and penile hygiene, are essential in motivating men to accept MMC.