Evidence indicates that one reason cigarette smokers value e-cigarettes is the ability to use them in places where smoking is not permitted. We sought to: 1) explore adult daily smokers' experiences using e-cigarettes in the context of smoke-free places; and 2) describe smokers' perceptions of bystanders' reactions.Twenty adult daily smokers in Washington, DC initiated e-cigarettes for three weeks and completed in semi-structured interviews at the end of each week. All interviews (n=60) were digitally-recorded, transcribed verbatim, imported into NVivo 10.0, and analyzed using thematic analysis methodology.The sample had a mean age of 37.9 years and 18 participants reported having smoked their first cigarette by age 18. Common themes included descriptions of: 1) uncertainty about whether smoke-free policies included e-cigarettes; 2) using e-cigarettes in smoke-free places (e.g. restaurants, workplace, public transit-bus and rail); 3) approaches to e-cigarette use in smoke-free places as part of a complex decision-making process, ranging from testing and establishing the social and spatial boundaries of e-cigarette use, to confining e-cigarette use to inside their home; and 4) favorable, unfavorable, and impartial reactions from bystanders facilitated or impeded e-cigarette use, indicating social approval/social disapproval.Results suggest a continuum of factors, including smoke-free policies and reactions from bystanders may facilitate or impede e-cigarette use among smokers in environments where a smoke-free imperative is well-established. As e-cigarette use evolves, study findings indicate the importance of the social environment and how it could affect those switching from cigarettes to e-cigarettes.