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. © 2011 Informa Healthcare USA, Inc.