Tobacco use is a leading preventable cause of mortality, and the prevalence of smoking among the >50 million Americans with chronic pain is 2 to 4 times higher than that of the general population. Smokers in pain face greater difficulty, increased withdrawal severity, and faster relapse when attempting to quit, and their motivation to quit can be undermined by past cessation failures and the pain experience itself. Although smoking cessation can improve pain and functioning, smokers with chronic pain face unique barriers to making and sustaining quit attempts and require targeted interventions that address smoking in the context of pain. Our team developed and tested the first pain-targeted motivational intervention for non-treatment seeking smokers with chronic pain, which was delivered face-to-face. Relative to a minimal standard care control, the pain-targeted intervention increased multiple self-report and behavioral indices of motivation to quit and engage cessation treatment. The proposed study will extend this pilot work in two critical ways that will clarify putative mechanisms and help to overcome access/uptake barriers of in-person treatment modalities. This will be the first study to develop and test a pain-targeted motivational intervention for smokers not ready to quit, delivered via telehealth in a Stage 1 Clinical Trial. In Stage 1a (Aim 1), telehealth treatment protocols for the pain-targeted intervention and an active control matched on time and motivational approach will be developed and refined using iterative feedback from three groups (N = 5/group) of smokers with chronic pain not ready to quit. In Stage 1b (Aim 2), a rigorous pilot randomized controlled trial (RCT; N = 64) will be used to test the feasibility and acceptability of the pain-targeted and control interventions delivered via telehealth (Stage 1b). All recruitment, screening, and informed consent procedures will be conducted via internet-based advertisements, data capture, and videoconferencing. Live telehealth will be used to obtain participant feedback (Aim 1) and deliver the interventions (Aim 2). Participants in the RCT will also complete computerized outcome measures of motivation to make a serious quit attempt and engage cessation treatment at baseline, post-intervention, and 2-week, 1- and 3-month follow-up. This innovative study will shift current clinical practice paradigms by establishing a motivational intervention designed to address unique needs of smokers in pain, clarify the mechanistic utility of integrating pain-specific intervention content with motivational smoking interventions, and provide a foundation for large scale efficacy studies. The use of telehealth extends both innovation and impact by increasing scalability, accessibility, and cost effectiveness, thereby addressing a pressing need for pain- targeted resources among the millions of smokers with chronic pain who are not ready to quit.Â