Although the phenomenon of sexual fantasy has been extensively researched, little contemporary inquiry has investigated the content of sexual fantasy within the context of sexual offending. In this study, a qualitative analysis was used to develop a descriptive model of the phenomena of sexual fantasy during the offence process. Twenty-four adult males convicted of sexual offences, provided detailed retrospective descriptions of their thoughts, emotions and behaviors before, during and after their offences. Using Grounded Theory, a model was developed to elucidate the content and themes of sexual fantasy for sexual offenders, as well as the way fantasy content was used in the process of sexual offending. The Sexual Fantasy Content Model (SFCM) comprises of three higher-order (level one) and five second-order (level two) categories that describe the content of sexual fantasy across the offence process. The level one categories are; general sexual fantasy, non-specific offence fantasy, and offence specific fantasy, while the level two categories included demographic, behavioral, relational, situational, and self-perceptual considerations. The strengths of the SFCM are discussed and its clinical implications are reviewed.