BACKGROUND AND PURPOSE: The Fear-Avoidance Model of Chronic Pain proposed by Vlaeyen and Linton states individuals enter a cycle of chronic pain due to predisposing psychological factors, such as negative affectivity, negative appraisal or anxiety sensitivity. They do not, however, address the closely related concept of anxious rumination. Although Vlaeyen and Linton suggest cognitive-behavioral treatment methods for chronic pain patients who exhibit pain-related fear, they do not consider mindfulness treatments. This cross-sectional study investigated the relationship between chronic musculoskeletal pain (CMP), ruminative anxiety and mindfulness to determine if (1) ruminative anxiety is a risk factor for developing chronic pain and (2) mindfulness is a potential treatment for breaking the cycle of chronic pain. METHODS: Middle-aged adults ages 35-50 years (N=201) with self-reported CMP were recruited online. Participants completed standardized questionnaires assessing elements of chronic pain, anxiety, and mindfulness. RESULTS: Ruminative anxiety was positively correlated with pain catastrophizing, pain-related fear and avoidance, pain interference, and pain severity but negatively correlated with mindfulness. High ruminative anxiety level predicted significantly higher elements of chronic pain and significantly lower level of mindfulness. Mindfulness significantly predicted variance (R CONCLUSIONS: The present study provides insight into the strength and direction of the relationships between ruminative anxiety, mindfulness and chronic pain in a CMP population, demonstrating the unique associations between specific mindfulness factors and chronic pain elements. IMPLICATIONS: It is possible that ruminative anxiety and mindfulness should be added into the Fear-Avoidance Model of Chronic Pain, with ruminative anxiety as a psychological vulnerability and mindfulness as an effective treatment strategy that breaks the cycle of chronic pain. This updated Fear-Avoidance Model should be explored further to determine the specific mechanism of mindfulness on chronic pain and anxiety and which of the five facets of mindfulness are most important to clinical improvements. This could help clinicians develop individualized mindfulness treatment plans for chronic pain patients.