Opponents of additional controls on tobacco marketing designed to protect children assert they are unnecessary because tobacco marketing is not salient to children. However, these children are at an important time in their lives, as they are on the cusp on entering their teen years, where risk and reward centers of the brain are out of balance and engaging in risky behaviors is commonplace (Cauffman et al, in press; Steinberg et al 2008). We find that preteens have sophisticated knowledge of promotion-related motivations to smoke and prevention-related motivations to not smoke and clearly recognize benefits of smoking (e.g., obtaining social approval from one’s peers, attracting members of the opposite sex, relaxation, stress reduction) despite reporting overwhelmingly negative attitudes toward smoking. These positive associations could potentially lead to impressions that are difficult to counter with anti-smoking messages, and perhaps lead to tobacco use initiation just a few years later. The goal of this study was to aid in generating a theoretical model for the psychological processes involved in children’s ascribed motivations for adults or teens to smoke or not smoke. Given this objective, we pursued our empirical research in the spirit of discovery-oriented research (Wells 1993). Because we suspected that children’s lifestyle associations might have been learned implicitly, and because social desirability biases are a threat to validity in substance use research, we employed projective interviewing techniques.