Qualitative research was conducted to explore the social context of sexual-risk behaviour among women working in recreational occupations, during a feasibility study in preparation for the Phase III clinical trial of vaginal microbicides in Mwanza, Tanzania. Participant observation was conducted in 68 recreational venues. Six focus group discussions were conducted with women working in recreational occupations and two with male customers at these venues. Findings revealed that these women are at risk of HIV due their dependence on sexual transactions to improve their economic circumstances, which take place in environments and relationships where condom use is difficult. However, the findings revealed that, in spite of constraints, women did take actions to prevent HIV by negotiating for condom use or avoiding perceived risky practices or partnerships, in particular moving to more casual partnerships where condom negotiation is more acceptable. This indicates that, given their perception of their own risk, women working in recreational occupations will welcome an effective microbicide. However, sustained use will depend on how formulations overcome the difficulties women currently experience with condom negotiation and the specific environments and relationships in which they engage in sex.