This article reports on qualitative research investigating HIV positive individuals' reproductive intentions and their influencing factors in Cape Town, South Africa. In-depth interviews were held with 61 HIV positive women and men; at the time of interview, half had been receiving antiretroviral treatment (ART) for over 6 months and half were not receiving ART. Being HIV positive modified but did not remove reproductive desires, and diversity existed in reproductive intentions. Some HIV positive individuals wished to avoid pregnancy. Fears of partner and infant infection and having a previously infected baby were important factors deterring some individuals from considering having children. There was also strongly perceived community disapproval associated with HIV and reproduction. Strong desires to experience parenthood, mediated by prevailing social and cultural norms that encouraged childbearing in society more broadly, were reported by others. Motherhood was an important component of married women's identity and important for women's social status. Family, husbands' and societal expectations for childbearing were important influences on women's reproductive intentions, for some counterbalancing HIV as a factor discouraging reproduction. There was evidence that prevention of perinatal transmission programs in combination with ART may alter women and men's attitudes in favour of childbearing. Most HIV positive women had not discussed their reproductive desires and intentions with health care providers in HIV care or general health services because of anticipated negative reactions. The few who had done so perceived the counselling environment to be mostly unsupportive of open discussion on these issues. The findings highlight the need for explicit policies recognizing reproductive rights and choice. They support the need for health counselling and service interventions that advance safer and healthier reproductive options for HIV positive individuals in this region of the world which is experiencing a generalised and advanced HIV/AIDS pandemic.