Substance use and HIV risk behaviors are increasing among African-American youth. Interventions that incorporate youth values and beliefs are needed to reduce this trajectory. Hip-hop plays an important role in the lives of many African-American youth and provides a context within which to prevent risky behaviors. The current study examines the efficacy of a hip-hop based substance use and HIV preventive intervention that targets African-American middle-school youth. The sample consists of 68 middle-school students who completed baseline and 6-month follow-up assessments. Findings suggest that students in the intervention group were significantly more likely to have higher knowledge of perception of drug risk and more knowledge about HIV/AIDS compared to students in the comparison group at the 6-month post-intervention assessment. Discussion is centered on implications of hip-hop as a viable approach for preventing substance use and HIV within a high-risk group. (Contains 3 tables and 1 figure.)