Evaluation of the Stepping Stones human immunodeficiency virus (HIV) prevention programme in South Africa showed sustained reduction in men and women's herpes simplex type 2 virus incidence and male violence, but no impact on HIV in women. Companion qualitative research was undertaken to explore how participants made meaning from the programme and how it influenced their lives. In-depth interviews were conducted with 10 men and 11 women before the intervention (one to three interviews per person). Then 9-12 months later, 18 follow-up interviews and 4 focus groups were held. Stepping Stones empowered participants and engendered self-reflection, in a process circumscribed by social and cultural context. Participants generally sought to be 'better', rather than 'different', men and women. Men shaped a more benign patriarchy, i.e. less violent and anti-social, and sought to avoid potential risks, ranging from imprisonment, witchcraft to HIV. While some women showed greater assertiveness and some agency in HIV risk reduction, most challenged neither their male partners nor the existing cultural norms of conservative femininities. This may explain the lack of impact of the intervention on HIV in women, since they lacked the power to embrace a greater feminist consciousness. Stepping Stones might be more effective for women when combined with other structural interventions.