Seriously ill people typically confront an abundance of overwhelmingly unpleasant stimuli, events and processes. Long-term or acute serious disease, modalities of therapy, inhospitable treatment environments and loss of normal functions and roles, are all likely to create a feeling tone (i.e. Vedana) of extreme unpleasantness that can lead to emotions of sadness, anxiety, despair, depression, sense of isolation, alienation and betrayal. Nevertheless, research indicates that patients with serious disease may sometimes be able to cultivate a more benevolent stance to life circumstances by means of mindfulness practice, which may open them to new perspectives towards existential challenge. An analysis of the interplay between mindful awareness and the Vedana may provide insight into why sick people are motivated to ‘pay attention’ – even during highly unpleasant circumstances. The cultivation of qualities, such as kindness, non-conditionality, courage and equanimity, are integral to the practice of mindfulness and may provide an explanatory mechanism.