Although effective means for pain management have long been available, cancer pain remains widely undertreated. Surveys of medical personnel have revealed knowledge deficits and attitudinal barriers to pain management, but have not determined why such attitudes persist and how they may be addressed in medical and nursing curricula. This paper presents findings from a qualitative study of the beliefs and attitudes toward pain and cancer pain management held by medical and nursing students and faculty who participated in the Cancer Education Module for the Management of Pain (CEMMP) project. Analysis centered on informants' prioritization and knowledge of pain and cancer pain management and on the meanings informants assigned to pain in a clinical context. Themes in prioritization included the importance of learning about pain versus cancer pain and the responsibility of primary care providers versus specialists for pain and cancer pain management. Themes in informants' knowledge of pain included knowledge deficits about medications and adjunct therapies and the presence of pain management in the curriculum, and the role of knowledgeable faculty members and mentors in the dissemination of information about pain management. Themes in the meanings informants' assigned to pain included opioidphobia, and the (inter-)subjectivity of pain. The discussion focuses in particular on tensions within the prioritization, knowledge and meanings of pain that must be resolved before students can be appropriately educated for optimal pain management.