H2P is a 10-session after-school substance abuse and HIV/AIDS prevention curriculum which uses a contextual framework of youth popular culture exploration to present a prevention curriculum that integrates substance abuse and HIV preventive intervention strategies. Baseline findings suggest low substance use, greater negative attitudes toward drugs, and low to moderate perceptions about drug risk. A high percentage of respondents in this study reported negative attitudes toward substance use at baseline, but a high percentage also reported low to moderate perceptions of negative consequences associated with substance use. This may indicate a potential risk factor for the onset of drug use. Those students who perceived lower negative consequences associated with substance use may be at greater risk for experimenting with alcohol and drugs. While there were no significant 6-month post-intervention differences found between the comparison and intervention group on measures of substance use, students participating in the H2P intervention showed a significant increase in their perception of risk associated with alcohol and drug use at 6-month post-intervention. No changes were observed in the comparison group. The findings underscore the need to implement preventative interventions at the middle school level before substance use begins and reaches the frequency and intensity observed later among African-Americans. Data were collected from 68 middle school students who completed baseline and 6-month follow-up assessments. Tables and references