Female sex offenders may be implicated in up to one fifth of all sex crimes committed in the United States. Despite previous research findings that suggest unique patterns of offending among female sex offenders, limited empirical research has investigated the motivations and processes involved. The present study qualitatively examined female sex offenders’ offense-related experiences and characterized the internal and external factors that contributed to offending. Semi-structured interviews with 24 female sex offenders were analyzed by a team of coders with limited exposure to the existing literature using grounded theory analysis. A conceptual framework emerged representing distinctive processes for solo- and co-offending, contextualized within ecological layers of social and environmental influence. This model extends previous work by offering an example of nested vulnerabilities proximal to female sexual offending. Implications for future research, prevention, and treatment are discussed.