This study sought to increase knowledge as it relates to HIV-prevention for older adults, especially for MSM who are HIV-negative. In participating in this study, participants shared their experiences, stories and feelings related to their exposure to HIV and HIV-prevention initiatives. Using a Traditional Grounded Theory method, 22 interviews with older MSM were conducted with the aim of producing a theory that explained how these men lived prior to HIV, the different ways they responded to the onset of the virus, how they have lived their lives over the last three decades, and the extent to which the virus continues to impact their lives.