Effective management of pain begins with accurate assessment of its presence and severity, which is difficult in critically ill patients. The Critical-Care Pain Observation Tool (CPOT) was developed to evaluate behaviors associated with pain and validated primarily with cardiac surgical patients. The purpose of this study was to examine reliability and validity of the CPOT in a general population of adult, critically ill patients. Using a sample of 75 patients from critical care units of a community hospital, pain was evaluated at 3 times (prerepositioning, during repositioning, and postrepositioning) by 2 evaluators, using 3 different pain scales: CPOT; Faces, Legs, Activity, Cry, and Consolability (FLACC) scale; and Pain Intensity Numeric Rating Scale. Results indicated that reliability and validity of the CPOT were acceptable. Interrater reliability was supported by strong intraclass correlations (ranging from 0.74 to 0.91). For criterion-related validity, significant associations were found between CPOT scores and both FLACC (0.87-0.92) and Pain Intensity Numeric Rating Scale (0.50-0.69) scores. Discriminant validity was supported by significantly higher scores during repositioning (mean, 1.85) versus at rest (pre mean, 0.60; post mean, 0.65). The CPOT is an acceptable behavioral pain assessment scale for use in the general critical care patient population and is more appropriate for use with adults than the FLACC.