There is an urgent need for fresh approaches to HIV & AIDS education for adults and youth in South Africa, particularly for those marginalised by society, such as rural black women. In this article we explore the factors which affect awareness, condom use and HIV & AIDS risk among a group of women who attend classes in a rural Adult Education Centre in Limpopo province. We seek a better understanding of the factors which affect women's decisions and behaviour. In particular, we examine the notion that women are 'powerless' to protect themselves. We draw on theories of gender and power relations to emphasise that women can and do exercise power, particularly at microlevel. Data were collected by means of focus group discussions with two groups of adult learners, and through interviews with teachers and government officials. The article concludes by suggesting strategies for use in rural Adult Education Centres to empower women to deal with HIV & AIDS.