Despite a literature spanning over 50 years, there has been little test anxiety research conducted on samples of school-aged students drawn from the UK. As a consequence, little in known about the test anxious experience in the UK, and whether this experience is contextualized by features of the UK educational context. For this reason, the decision has been made to break with tradition and use a qualitative methodology sensitive to contextual and situated features of exploratory research. Thirty-four students identified as highly test anxious by questionnaire were interviewed and data analysed using the procedures of grounded theory. Narratives are structured round three categories: `aspiration, failure and achievement', `anxiety and cognitive difficulties in examinations' and `anxiety and examination conditions'. Findings from the interview analysis confirmed predictions from the existing literature and models of test anxiety, and presented a challenge in the following ways. The perception of examinations as threatening could be conceptualized both as a fear of failure and a motivation to achieve, suggesting an overlap between the test anxiety and achievement goals constructs. The experiences of the final two years of compulsory schooling were conceptualized as a significant developmental antecedent of test anxiety.The perception of low ability increased the perceived likelihood of failure in a particular examination, suggesting that academic self-concept and test anxiety are also closely related constructs. Assessment performance may only be detrimentally affected when a catastrophic response follows anxiety. In summary, this article offers a new methodological approach to the study of test anxiety, sensitive to situated and contextual features of experience.