This article examines the message processing of men in response to an other-directed persuasive fear appeal regarding sexual assault against women. A sample of men read a persuasive message and completed attitude, intention, and mood assessments, and a paired message recall and thought/feeling listing task. One week later they again completed attitude and intention assessments. Results indicated that men experienced fear for the women they care about, primarily recalled threatening message information, and were motivated to speak with women regarding the protective message recommendations.