Early adolescents are at risk for HIV due to risk behaviors (e.g., unprotected sex, substance abuse) initiated during this developmental period, and delaying initiation into this risk can have a significant impact on an adolescent's future health. Approximately 20% of adolescents have mental health problems that impair their functioning, and these teens are at even greater risk for HIV. In addition, emotional reactivity common among those with mental health problems appears to interfere with the use of cognitive skills learned in traditional health education or HIV prevention programs. Furthermore, abilities related to emotion are still developing in early adolescence. These findings suggest an important role for an intervention that can reach early adolescents with mental health problems to address emotional factors associated with risk situations, such as those involving sex, alcohol, and drugs, in order to reduce HIV risk behaviors. This project will be a unique collaboration between an experienced HIV prevention research team and a public school setting to develop an Affect Management intervention for use with early adolescents who have mental health problems. The project will be guided by the Social Personal Framework of HIV Risk Behavior and will begin with an intervention development phase including individual interviews, focus groups, expert panel reviews, scripting, pilot groups, and structured interviews. After the intervention has been developed, a preliminary randomized control trial of the Affect Management intervention in comparison to an attention-only control (general health promotion intervention) will be conducted with 120 seventh graders. An estimate of the efficacy of the Affect Management intervention in reducing sexual risk will be determined by less self-reported sexual behavior, improved emotion regulation skills, and differences in HIV- and abstinence-related attitudes. This study will partner with the Pawtucket School District in Rhode Island to produce a novel intervention that relates Affect Management to factors relevant to risk among early adolescents in order to inform the development of a larger research program of HIV prevention intervention that uses school settings to identify those most at risk. The information gained in this project will improve our understanding of how to prevent early teens from engaging in HIV risk behaviors.