The signal passed at danger (SPAD) is the rail equivalent of crashes and near-crashes in road. SPADs continue to impact collision risk on railways, despite the prevalence of technology-based countermeasures. This study explored the contribution of task-related distraction and inattention on SPAD-risk. A qualitative methodology was used to collect data from 28 train drivers in eight passenger rail organisations operating in Australia and New Zealand. The approach included focus groups and a scenario Invention Task to determine specific risks and identify amelioration strategies, effectively charactering the experience of distraction and inattention for the driver. Thematic analysis identified four factors that contributed to SPAD-risk. All were task-related, and associated with self regulatory disconnects in service delivery and in the driver-signal dynamic. Manifest distraction channelled through the factors by assigning primacy to non-safety critical driving goals. The findings are presented in a multifactorial model of distraction linking the risks with mechanisms that induced attentional shift. Three interrelating strategies for ameliorating these SPAD-risk factors were also identified. These were to prioritise goals, remain focused, and remember signal states. The paper conceptualises the driver distraction-inattention relationship in the rail context and considers the taxonomic implications of some subtle yet significant distinctions.