Much research has examined how to empower the poor to articulate demands for health-enabling living conditions. Less is known about creating receptive social environments where the powerful heed the voices of the poor. We explore the potential for 'transformative communication' between the poor and the powerful, through comparing two well-documented case studies of HIV/AIDS management. The Entabeni Project in South Africa sought to empower impoverished women to deliver home-based nursing to people with AIDS. It successfully provided short-term welfare, but did not achieve local leadership or sustainability. The Sonagachi Project in India, an HIV-prevention programme targeting female sex workers, became locally led and sustainable. We highlight the strategies through which Sonagachi, but not Entabeni, altered the material, symbolic and relational contexts of participants' lives, enabling transformative communication and opportunities for sexual health-enabling social change.