Black women are disproportionately impacted by HIV, accounting for 54% of new infections while constituting only 13% of women in the US in 2019. These disparities are even more prevalent in the South. Pre-exposure prophylaxis (PrEP) is an effective biomedical preventive measure for HIV. PrEP is available in both oral and injectable formulations, providing options for enhancing PrEP uptake and persistence. However, PrEP remains underutilized among women, with only 10% of eligible women being prescribed PrEP in 2019. In the South, barriers such as poverty, societal challenges, limited care access, and the absence of integrated family planning and prevention-oriented sexual healthcare combine to contribute to low PrEP use among Black women. Specific factors may limit Black women’s power to make decisions regarding their sexual health including: limited PrEP awareness, low perceived risk of acquiring HIV, negative social attitudes toward HIV, concerns about side effects, costs, limited marketing to Black women, medical mistrust, and limited availability and access to PrEP. Given the complex interplay of these barriers experienced by Black women, a holistic approach encompassing PrEP education, enhancing access, building resilience, and sexual health empowerment has the potential to facilitate PrEP deliberation, decision-making, uptake, and persistence. Although Black women face a disproportionate risk for HIV, limited interventions are available to optimize PrEP uptake and persistence among this population. This study aims to address this by developing and pilot-testing the telehealth intervention EMPOWER (Enhancing and Motivating PrEP Options among Women through Empowerment and Resilience). The study aims include: Aim 1. Assess the sexual health and PrEP-related values, preferences, perceptions, and needs of Black women to inform development of the EMPOWER intervention. Guided by a conceptual framework of intersecting structural and social barriers and stress processes, in-depth interviews will be conducted with 20 Black women and 20 healthcare providers. Aim 2. Refine the EMPOWER intervention and online platform for improving PrEP decision-making among Black women. An open trial with 20 Black women will be used to evaluate and refine intervention content and delivery, interventionist training and supervision, fidelity rating, and study assessment procedures. Aim 3. Conduct a randomized, waitlist-controlled pilot trial of the 6-session group intervention using a cross-over design with 80 Black women. We will assess the intervention’s feasibility and acceptability. Clinical outcomes will be PrEP uptake and persistence measured by Tenofovir Diphosphate (TDV-DP) concentrations in dried blood spot at baseline, 3- and 6-months post-intervention compared with standard of care (opt-out PrEP) at the intervention site.