Postnatal transmission of HIV through breastfeeding remains an unsolved problem in resource poor settings, where refraining from breastfeeding is neither feasible nor safe. This study describes how women experienced infant-feeding peer counseling within a community-based intervention trial in 3 settings in South Africa. In total, 17 interviews and 10 observations were done with HIV-infected and uninfected women. The findings raise questions on the concept of "peer." Some women feared the peer counselor visits and questioned their intentions. Others, especially HIV-infected women, valued peer counseling for the emotional support provided. Being HIV infected with limited or no network of support appeared stressful for most women. The effects of data collection on the delivery and uptake of peer counseling are discussed. The findings underline the contextual barriers facing peer counselors and show that these challenges could have important implications for the effectiveness of infant-feeding counseling in high HIV prevalence countries.