The authors explore counseling persons infected with HIV and AIDS, within the specific themes of rejection, powerlessness, and death. These themes have been chosen because they are common concerns of people with HIV and AIDS. Selected quotations from 14 interviews with persons diagnosed with HIV/AIDS are used to clarify these concerns. Specific counseling recommendations are provided to make counseling an effective, compassionate endeavor with this population. Counselors are encouraged to struggle with these themes to enhance the counseling they provide to people with HIV and AIDS.