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Illicit drug use and rates of HIV infection among youth have increased over the past decade, indicating the need effective substance use and HIV prevention programs. Particularly at risk are minority youth living in poor urban environments. This study examines effectiveness of an innovative prevention program that blends the “All Star” substance abuse prevention model with the “Popular Opinion Leader” model for HIV prevention. In general, the results indicate non-significant increases in drug and sex risk, behavior and significant positive changes and trends in related areas (i.e., changes in perception, self esteem) thought to be related to drug use and risky sexual behavior.