Introduction: Breastfeeding has numerous benefits for babies, mothers, and families. It is well established that mothers perceptions of embarrassment, convenience, and social support related to breastfeeding affect whether they choose to breastfeed and for how long . Tennessee falls well below national statistics and goals for breastfeeding initiation and continuation. Effective and efficient promotional tools that can be incorporated into clinical care are needed. Objectives: This study evaluated the effectiveness of a video intervention to improve perceptions of breastfeeding among pregnant women presenting for a prenatal visit in an obstetrics and gynecology (OB/GYN) clinic in northeast Tennessee. Specifically, the project sought to determine whether watching the video with the babys father, a friend, or family member (supportive others) would be more beneficial than watching it alone, a previously unanswered question. Methods: The investigative team established a relationship with an OB/GYN clinic that serves a high volume of pregnant women. A 15 minute video addressing issues of embarrassment, convenience and support related to breastfeeding was shown in the clinic waiting room. The video had been previously developed and evaluated by the Mississippi Department of Health. Pregnant women visiting the clinic during 8 days in 2009 were invited to complete an anonymous written survey immediately before and after viewing the video. The survey included items on demographics, perceptions of breastfeeding, and intention to breastfeed. Descriptive statistics were calculated. The proportion of women reporting improved perceptions of breastfeeding was compared between subgroups using chi-square testing. Mean breastfeeding perception scores were compared between subgroups and changes in womens intention to breastfeed were evaluated. Results: Of the 77 participants, 38.9% reported previously breastfeeding a child, 51.3% planned to breastfeed, and 25% were undecided. After viewing the video, perceptions of embarrassment, convenience, and social support related to breastfeeding improved in a range of 39-44.2%, 37-40%, 39-63% of women, respectively. Mothers who watched the video with a supportive other were more likely to report improved perceptions of embarrassment than mothers who watched the video alone (chi2 = 12.01, p = .002). Of the mothers who reported being undecided about breastfeeding prior to watching the video, 57.9% reported being more likely to breastfeed after watching the video (chi2=10.22, df=2, p=0.006). Discussion: The findings suggest this video intervention is an effective means of addressing barriers to breastfeeding in the clinical setting. Furthermore, this study addressed previously unanswered questions about the impact of pregnant mothers watching the video with supportive others; results indicate that its efficacy is significantly improved if pregnant women view it with a supportive other.