In-depth interviews about the "empty nest" were conducted with 57 HIV-positive mothers of late adolescent/early adult children. Empty nest worries included the following: (a) identity loss, (b) loss of social support, (c) financial insecurity, (d) worsening of physical health, and (e) death/dying. Hopes included the following: (a) self-improvement, (a) change of life focus, (c) travel, (d) romantic partners, and (e) familial ties. Respondents' HIV/AIDS status colored their thoughts/feelings about the empty nest; some worries were specific to being HIV positive and would not occur for nonill mothers. Midlife HIV-positive women need health care/social service resources as they navigate health and social-psychological challenges to successful aging.