Women in sub-Saharan Africa are at high risk of HIV infection and may struggle to negotiate condom use. This has led to a focus on the development of female-controlled barrier methods such as the female condom, microbicides and the diaphragm. One of the advantages of such products is their contribution to female empowerment through attributes that make covert use possible. We used focus groups to discuss covert use of barrier methods with a sample of South African women aged 18-50 years from Eastern Johannesburg. Women's attitudes towards covert use of HIV prevention methods were influenced by the overarching themes of male dislike of HIV and pregnancy prevention methods, the perceived untrustworthiness of men and social interpretations of female faithfulness. Women's discussions ranged widely from overt to covert use of barrier methods for HIV prevention and were influenced by partner characteristics and previous experience with contraception and HIV prevention. The discussions indicate that challenging gender norms for HIV prevention can be achieved in quite subtle ways, in a manner that suits individual women's relationships and previous experiences with negotiation of either HIV or pregnancy prevention.