Midwifery philosophy and practice are grounded in providing woman-centred care, although a universally accepted definition of woman-centred care currently does not exist. There is, however, consensus that woman-centred care includes essential elements of choice, autonomy, and continuity of care. These essential elements are visible in models of care and service provision frameworks, but despite this, barriers to the provision of woman-centred care for every pregnant woman persist. Solutions conceptualised to overcome these barriers and increase a woman’s satisfaction with care revolve around the concept of midwifery continuity of carer models, which, in principle, may be applied across all contexts and risk levels. The reality is that these continuity of carer models are not available to all women, particularly women experiencing complexity in pregnancy. Increasing numbers of women are experiencing complexities in pregnancy that place the mother and/or her baby at increased risk for adverse outcomes. Complexity in this study refers to women at increased risk for poorer outcomes which requires a multi-disciplinary approach. The reasons for this are many, and often reflect complex backgrounds. For example, complex pregnancies maybe the manifestation of adverse social circumstances, the impact of social determinants on health and/or underlying medical conditions, longstanding or pregnancy induced. When care is complex, transitions are required between health professionals, care paradigms and models of care. Transitions across models, care providers and services provide the opportunity for disconnects between the woman, the provider, and the system. That is, if transitions are not well managed, a woman with complexity is at risk of becoming hostage to the organisational and professional power struggles within organisations, resulting in an increased risk of poor outcomes or falling through the gaps in services. This study sought to answer the research question: How do midwives provide woman-centred care in complex pregnancy situations? The aims of the study were to theorise a process for how midwives provide woman-centred care for a woman with a complex pregnancy, describe the elements that support woman-centred care in complex situations and describe the situation under examination which considered the complexities and relationalities that exist in the real world of maternity services. Constructivist grounded theory using Clarke’s situational analysis as a data analysis method, alongside Fairclough’s understandings of power in and behind language, was used to address these aims. Data was obtained from two diverse sources. Existing data sources such as media and grey literature were analysed, in addition to individual interviews with providers and recipients of care. The study resulted in a constructivist grounded theory: the Midwifery Capabilities Theory. This theory describes the process midwives use for developing a woman’s capabilities when experiencing a complex pregnancy, to promote and maintain woman-centred care during care transitions. Woman-centred care, through findings of this study, is defined as the woman being seen, heard, and known as she navigates herself through the childbearing journey as she transitions between models of care, health professionals and care paradigms. Key findings from this study include: • A core category of midwifery relationships which weave together the woman and the midwife. • Supporting a woman’s capabilities requires: -Moments in time with subcategories of presence of the midwife (midwifery) and seen, heard, known (woman). -Creating the space. -Equalising power and positionality. The Midwifery Capabilities theory positions the profession of midwifery and individual midwives within a social justice, human rights equity framework that respects human dignity and is emancipatory, as it protects and enhances the health and social status of women, builds a woman’s self-confidence, and recognises the woman’s right to self-determination and capability to maintain care centred on her needs. The Midwifery Capabilities Theory describes the process in which midwives may provide woman-centred care for a woman with a complex pregnancy in a way that can be actualised in the real world of maternity services and midwifery.