With the highest national HIV prevalence in the world, the issue of HIV/AIDS is one of the most pressing socio-political matters in South Africa. It directly affects between five and six million people. A conservative estimate suggests that 600 people die every day of illnesses related to HIV/AIDS and the number of AIDS orphans in South Africa is expected to reach nearly two million by 2010. Mark Heywood, national secretary of the Treatment Action Campaign (TAC), a grassroots movement for HIV treatment literacy, says that one of the main challenges facing the TAC activists "is to stay alive". Here, the fight for anti-retroviral treatment (ART) has become a fight for the right to live. Many TAC members have lost friends to the disease and know that time is not on their side as they themselves are infected or affected. This makes the organisation, and the learning that takes place within it, somewhat different than that of other grassroots organisations. Perhaps living with the constant threat of death is one of the most powerful ways in which one can learn about oneself, life, critical thinking and politics in a broad sense. During the liberation struggle against Apartheid, adult educators were at the forefront of recording how, through involvement with the movement, tens of thousands of "ordinary people", through their "everyday lives", engaged in various forms of informal and incidental learning. The TAC provides an initial opportunity in post-Apartheid South Africa to investigate whether, through political activism, citizens of the now democratic South Africa learn through their civic engagement, understand what is happening to them and try to find ways of changing their situation. Post-Apartheid South Africa has seen the emergence of a number of new organisations of civil society that can be understood as citizens' responses to rising unemployment and the absence of basic services such as water, electricity, housing and health. As the first national post-Apartheid social movement, the TAC is recognised as a powerful oppositional force for the poor within South Africa, with popular support and branches in both urban and rural areas. This article describes how activists in South Africa's TAC learn to "live positively" in the shadow of HIV/AIDS. (Contains 2 notes.)