This paper reports on research conducted with 53 men who were attending antenatal classes with their partners who were pregnant for the first time. The men discussed their experience of pregnancy in focus groups that were run by male midwives who were also fathers. A grounded theory analysis of the men's discussions generated the categories of anxiety, ambivalence, adjustment, separation and need to know. There were two core categories, confusion, which was strongly expressed and development which was manifest in a minority of men. A descriptive narrative demonstrated that most first time fathers were confused as their relationship with their partner changed and that their roles in relation to the baby and other people were unclear. The men's sense of self was threatened and they responded negatively to the challenges they experienced and felt distanced from their partners. The findings have implications for clinical and educational services as they show that most men were alienated by the manner in which information was presented. The men also felt that services focused on their partner's labour and the birth of the child and neglected their greatest concerns, that is their changing identity, their relationships and their future role as fathers.