The Faking Orgasm Scale for Women (FOS) was designed to assess women's self-reported motives for faking orgasm during oral sex and sexual intercourse. Exploratory factor analysis (EFA) was conducted on the responses of 481 heterosexual undergraduate females (M age = 20.33 years, SD = 2.48). Results of the EFA revealed that the FOS-Sexual Intercourse Subscale was composed of four factors: (1) Altruistic Deceit, faking orgasm out of concern for a partner's feelings; (2) Fear and Insecurity, faking orgasm to avoid negative emotions associated with the sexual experience; (3) Elevated Arousal, a woman's attempt to increase her own arousal through faking orgasm; and (4) Sexual Adjournment, faking orgasm to end sex. The analysis of the FOS-Oral Sex Subscale yielded four factors: (1) Altruistic Deceit; (2) Insecure Avoidance, faking orgasm to avoid feelings of insecurity; (3) Elevated Arousal; and (4) Fear of Dysfunction, faking orgasm to cope with concerns of being abnormal. Each factor of the two subscales was found to have excellent internal consistency. Confirmatory factor analysis on a separate sample of 398 heterosexual female undergraduates (M age = 20.52 years, SD = 2.55) confirmed the factor structure of each subscale with excellent fit statistics. The FOS should allow researchers and clinicians to better understand why women fake orgasm. Deepening this understanding may serve future research examining sexual desire, satisfaction, and dysfunction as well as have applications in sex and couples' therapy.