Recent literature has revealed the associations among ambivalence over emotional expression (AEE), pain, and depressive symptoms. However, few studies have examined factors explaining these associations. The goal of the study is to examine the potential mediating role of basic needs and pain catastrophizing. In an ethnically diverse undergraduate sample (N = 255), we found that AEE was positively associated with both depressive symptoms and pain. Catastrophizing fully mediated the association between AEE and pain, while catastrophizing and unfulfilled needs partially mediated the association between AEE and depression. Findings suggest that need satisfaction and catastrophizing are important factors in understanding AEE and its health implications.