Background: HIV continues to impact African American women at alarming rates. Yet, few researchers have examined the relationship factors promoting unprotected sex within African American communities, especially instances in which women are aware that their male partners are engaging in high risk behaviors. This qualitative study explored the sexual behaviors, relationship characteristics, and HIV prevention strategies utilized by African American women in relationships with African American men at-risk for HIV. Method: To understand the issues that should be addressed in a sexual risk-reduction intervention, data were collected from three, two-hour focus group discussions (n=24) comprised primarily of low-income African American women with histories of at-risk male sex partners. At-risk partners included specifically men who had sex with other men or with transgender individuals, used crack cocaine or injection drugs, had lengthy incarceration periods, or an unknown sexual history. Discussion questions examined external factors affecting sexual risk behaviors such as societal pressures, peer norms, and financial vulnerability. Discussions were audiotaped, transcribed, and analyzed using a consensual qualitative research approach. Results: Five themes, including self-esteem, social influences on behavior, relationship fidelity, sexual risk behavior, and partners' sexual behaviors, were identified as placing women at increased risk for HIV. Reasons for inconsistent condom use included concern for maintaining the relationship and substance use before and during sex. African American women also believed that men who have sex with men and women (MSMW) were dishonest about their sexuality due to stigma towards homosexuality/bisexuality. Despite these challenges, participants indicated that African American women have a strong sense of pride that can positively impact behaviors in relationships. Conclusion: The findings of this study support that social and contextual factor such as emotional and financial issues, culture, history, and relationship dynamics need to be considered when developing tailored sexual health interventions for this population. copy; 2013 Paxton K, et al.