Purpose: The number of women aged 45 years and older infected with the HIV virus continues to increase. This study sought to identify, from the voices of midlife and older women living with HIV, the factors in their lives that put them at risk for HIV, so as to improve HIV-prevention efforts for women of this age group. Design and Methods: In this qualitative study, we conducted in-depth interviews with 24 HIV-positive women, aged 45 to 71 years, regarding their exposure to HIV. Results: From these narratives, we identified five individual factors or themes that put women at risk for HIV: drug and alcohol abuse; not knowing the HIV-risk histories of male sexual partners; mental health issues, including physical or sexual abuse and life crises; taking risks for the sake of relationships; and lack of HIV-prevention information. These individual factors and sociocultural factors related to gender, age, and race and ethnicity were organized into a model of HIV-risk factors for midlife and older women. Implications: This model identifies themes to be addressed in HIV-prevention policy, practice, and research in order to reduce the number of new cases of HIV infection among midlife and older women.