Background: Sleep disturbance negatively impacts quality of life and recovery. Our objective was to evaluate the relationship between individual patient factors (demographic, surgical, pain, opioid use, and psychosocial factors) and greater sleep disturbance. Methods: In this prospective longitudinal study, patients completed validated measures regarding their sleep disturbance, pain, opioid use, and psychological symptoms preoperatively and then 2 weeks, 6 and 12 months postoperatively. Objective pain sensitivity measures were evaluated at baseline using quantitative sensory testing. Univariable and multivariable generalized estimating equations (GEE) evaluated demographic, surgical, pain, and psychological predictors of sleep disturbance during the first year after surgery for breast cancer. Results: Female patients (n = 259) reported varying degrees of sleep disturbance, which were longitudinally associated with pain, psychosocial factors such as anxiety, depression, and affect. While the mean degree of sleep disturbance did not change substantially over time, the link to pain severity appeared to strengthen over the first postoperative year. Independent preoperative predictors of worse sleep disturbance on multivariable longitudinal GEE included younger age (B = -.09, p =.006), opioid use (B = 3.09, p =.02), higher pain (B =.19, p = <.001) and anxiety (B =.45, p = <.001) at baseline. On the other hand, higher basline positive affect (B = -.14, p = <.012) and the surgical category total mastectomy without reconstruction (B = -2.81, p = <.006) were indepently associated with lower sleep disturbance. Those with worse baseline sleep required more opioid analgesics during surgical recovery, and continued use of opioids at 2 weeks post-surgery was associated with disturbed sleep. Conclusions: Sleep disturbance in the first year following surgery for breast cancer varied substantially between individuals. Certain demographic, psychosocial, and pain factors explained more of this variance than surgical procedure, with the exception of total mastectomy without reconstruction that was associated with lower sleep disturbance. Sleep disturbance was associated with increased need for opioids in the perioperative period, and a propensity for more prolonged postoperative opioid use. Pre-surgical interventions in high risk individuals such as anxiety management, boosting positive affect, and controlling pain that have been shown to improve sleep quality could enhance postoperative recovery and decrease opioid use following breast surgery.