The South has more AIDS cases than any other region of the US, with most new diagnoses among African American women (56%). In a previous study, a peer counseling intervention for rural women with HIV/AIDS was developed and tested. The purpose of this analysis was to describe, from the peer counselors' perspective, the predominant concerns of the women, contextualized by living in isolated, impoverished circumstances in the rural Deep South. Following home visits, peer counselors recorded a description of the encounter. A multidisciplinary qualitative research group extracted, coded, and thematized the chief concerns and context of the women's lives. Findings provide a vivid portrait of HIV-infected women experiencing deeply troubling psychological and physiological symptoms of HIV/AIDS against the contextual ground of poverty and isolation. Themes include: (1) struggle/effort; (2) stigma/hiding; (3) loss/depression; and (4) independence/ dependence. These women lived in extremely difficult life circumstances that reflected not only a devastating chronic illness, but a life of poverty and abuse. Appropriate care for HIV-infected women living in the rural Deep South will need to address the whole context of their lives.