Parents are the primary source for socializing children's attitudes and behaviors about adaptive concepts such as how to stay safe and reduce risk. Parent-child discussions about potential health risks have the ability to evoke anxiety in both mothers and children. This study examined the impact of observed anxiety on non-clinically anxious families, and the differences observed between anxious or non- anxious families. Sixty-one mothers engaged in naturalistic conversation with their children (aged 9-11) about their potential exposure to an anxiety-provoking situation, an Avian influenza pandemic. Conversations were video recorded and observational data were collected to examine mother and child behaviors; questionnaire data from both mothers and children supplemented this observational data. Results indicated that anxious children were more engaged in these discussions than less anxious children, and anxious mothers were less engaged than non-anxious mothers. The content of the parent-child conversations varied between non-anxious and anxious dyads; mothers were more likely to remind their children that the situation was "pretend" if they recognized that their child became anxious, and mothers that emphasized the severity of the hypothetical situation had children who self-reported higher levels of anxiety. Underlying parental beliefs about how children develop also varied among mothers; mothers of anxious children were more likely to believe that their children learn because of cognitive development that occurs through their own interactions within their environment, while there was a trend for mothers of non-anxious children to hold stronger beliefs that children learn through modeling and the direct teaching of behaviors. Results indicate that dysfunctional behaviors previously observed in clinically anxious families may be apparent within non-clinically anxious families when anxiety levels increase, and the bi-directional influence of mother-child anxious behavior is explored. This study builds on our understanding of parent-child interactions, parent socialization behaviors, and the importance of minimizing anxiousness during parent-child threat discussions evoking child anxiety.