Previous research has focused on the sexual fantasy content of nondeviant and deviant individuals and the role that sexual fantasy may play in sexual offending behavior. The current research sought to extend this body of knowledge by developing a grounded model of a sexual offender’s thoughts, feelings, and behaviors before the offense, during the offense, and after the offense. Participants were 24 adult males serving sentences in an Australian correctional facility for sexual offenses. Semi-structured interviews with participants explored the themes and content of fantasy across the process of sexual offending; specific interview questions explored fantasy themes and changes in fantasy content. The analysis of the interview data resulted in the development of the Sexual Fantasy Content Model (SFCM), which utilizes three higher-order and five second-order categories to describe the themes and content of sexual fantasy across the process of sexual offending. The higher-order categories describe general sexual fantasy, nonspecific offense fantasy, and offense-specific fantasy, while the second-order categories describe demographic, behavioral, relational, situational, and self-perceptual conditions. Treatment implications of the SFCM are discussed and include the observation that the themes of sexual fantasy are quite diverse, signaling a need to individually formulate cases. Future research should assess the intercoder reliability of the categories of the SFCM. Figures, references