Little is known about the pathway from musculoskeletal pain to mobility difficulty among older persons. We examined potential physical and psychological mediators of the pain-disability relationship in the Women's Health and Aging Study (WHAS), a cohort of women aged 65 who had at least mild disability at baseline. Pain was classified according to location and severity (widespread pain; lower extremity pain; other pain; none or mild pain in only one site). Among women without a lot of difficulty in stair climbing (n=676) or walking (n=510) at baseline, those who reported widespread pain were more likely than those with none or mild pain to develop a lot of difficulty with mobility during the 3 year follow-up. The likelihood for mobility difficulty was unchanged after adjusting for physical impairments and symptoms of depression and anxiety (walking aOR=1.85, 95%CI, 1.08-3.17; stair climbing, aOR=2.68, 95%CI, 1.56-4.62). Lower extremity pain was associated with increased likelihood for difficulty with climbing stairs but not with walking. However, this association was attenuated after adjusting for physical impairments and psychological symptoms (aOR=1.66, 95%CI, 0.99-2.77). Pain was not associated with increased risk for becoming unable to walk or climb stairs. The findings suggest that pain is a unique domain as a cause of disablement, independent of the usual pathway to disability via physical impairments. Research is needed to better understand the development of pain-related disability in order to determine optimum approaches to prevent and treat mobility disability in older persons with persistent pain.