By 2015, it is estimated that nearly half of those living with HIV in the US will be 50 years of age and older. This dramatic change in the demographics of this clinical population represents unique challenges for patients, health care providers, and society-at-large. Fortunately, because of highly active antiretroviral therapy (HAART) and healthy lifestyle choices, it is now possible for many infected with HIV to age successfully with this disease; however, this depends upon one's definition of successful aging. It is proposed that successful aging is composed of eight factors: Length of life, biological health, cognitive efficiency, mental health, social competence, productivity, personal control, and life satisfaction. Unfortunately, HIV and medication side effects can compromise these factors, thus diminishing one's capacity to age successfully with this disease. This article explores how HIV, medication side effects from HAART, and lifestyle choices can compromise the factors necessary to age successfully. Implications for practice and research are posited. © 2011 Vance et al, publisher and licensee Dove Medical Press Ltd.