A signal passed at danger (SPAD) event occurs when a train moves past a stop signal into a section of unauthorised track. SPAD events are frequently attributed to driver distraction and inattention, but few studies have explored the failure mode from the perspective of task demand and the ability of the driver to self-regulate in response to competing activities. This study aimed to provide a more informed understanding of distraction, inattention and SPAD-risk in the passenger rail task. The research approach combined focus groups with a generative task designed to stimulate situational insight. Twenty-eight train drivers participated from 8 different rail operators in Australia and New Zealand. Data were analysed thematically and revealed several moderating factors for driver distraction. Time-keeping pressure and certain aspects of the driver-controller dynamic were considered to distort performance, and distractions from station dwelling and novel events increased SPAD-risk. The results are conceptualised in a succinct model of distraction linking multiple factors with mechanisms that induced the attentional shift. The commonalities and inter-dynamics of the factors revealed insight into driving anxiety in the passenger rail mode, and suggested that SPAD-risk was intensified when three or more factors converged. The paper discusses these issues in the context of misappropriated attention, taxonomic implications, and directions for future research.