The epithelial surface acts as an effective barrier against HIV. The various mucosal surfaces possess specific mechanisms that help prevent the transmission of virus. Yet, HIV manages to cross these barriers to establish infection, and this is enhanced in the presence of physical trauma or pre-existing sexually transmitted infections. Once breached, the virus accesses numerous cells such as dendritic cells, T cells, and macrophages present in the underlying epithelia. Although these cells should contribute to innate and adaptive immunity to infection, they also serve as permissive targets to HIV and help in the initiation and dissemination of infection. Understanding how the various mucosal surfaces, and the cells within them, respond to the presence of HIV is essential in the design of therapeutic agents that will help to prevent HIV transmission.