Up to 20% of patients are not satisfied with the outcome following total knee replacement (TKR). This study investigated the pre- and post-operative predictors of dissatisfaction in a large cohort of patients undergoing TKR. We assessed 1217 consecutive patients between 2006 and 2008 both before operation and six months after, using the Short-form (SF)-12 health questionnaire and the Oxford Knee Score. Detailed information concerning comorbidity was also gathered. Satisfaction was measured at one year when 18.6% (226 of 1217) of patients were unsure or dissatisfied with their replacement and 81.4% (911 of 1217) were satisfied or very satisfied. Multivariate regression analysis was performed to identify independent predictors of dissatisfaction. Significant (p <0.001) predictors at one year included the pre-operative SF-12 mental component score, depression and pain in other joints, the six-month SF-12 score and poorer improvement in the pain element of the Oxford Knee Score. Patient expectations were highly correlated with satisfaction. Satisfaction following TKR is multifactorial. Managing the expectations and mental health of the patients may reduce dissatisfaction. However, the most significant predictor of dissatisfaction is a painful total knee replacement.