Prison is an environment in which programs can be implemented to change harmful behaviors among high-risk populations. Incarcerated women experience high rates of HIV and other sexually transmitted diseases (STDs), yet little research has examined women's motivation to reduce risky behaviors during incarceration. In-depth individual interviews were conducted with former and current women prisoners in two North Carolina correctional facilities and analyzed to identify barriers and facilitators of behavior change while in prison. Analyses revealed key motivators of behavior change: Viewing prison as a place to recover from past trauma, removing oneself from negative social networks, gaining access to needed mental and physical health services, and engaging in self-care and self-reflection. Barriers to behavior change include fear of recidivism, stigma of being in prison, and return to undesirable social networks post-release. Moreover, women noted that the provision of mental health services, educational enhancement and housing assistance could help them reduce engagement in high-risk behaviors after their incarceration. These findings can be incorporated into HIV/STD risk reduction interventions to facilitate positive behavior change among incarcerated women prisoners. Prison itself is a tremendous education in the need for patience and perseverance. It is above all a test of one's commitment.-Nelson Mandela, 1995.