The grounded theory study discussed in this article provides an explanatory schema that illuminates the mothering experiences of women living with HIV infection. Eighteen HIV-positive mothers provided 24 in-depth interviews. The grounded theory method was used for data analysis. Defensive mothering was the basic social psychological process that these HIV-positive mothers used in response to their diagnosis and the inherent stigma. Their defensive posture afforded these mothers and their children some degree of psychological protection. Defensive mothering involved much mental work and included three subprocesses: preventing the spread of HIV, preparing the children for a motherless future, and protecting themselves through thought control.