Homeless young adults exhibit high rates of alcohol and other drug (AOD) use and sexual risk behaviors. This study is a secondary analysis of data collected in a randomized clinical trial of AWARE, a new 4 session group motivational interviewing intervention. AWARE mainly focused on alcohol use and sexual risk behavior given focus group feedback. We used sequential coding to analyze how the group process affected both AOD use and sexual risk behavior at 3-month follow up among homeless young adults by examining facilitator behavior and participant change talk (CT) and sustain talk (ST). We analyzed 57 group session digital recordings of 100 youth (69% male, 74% heterosexual, 28% non-Hispanic white, 23% African American, 26% Hispanic, 23% multiracial/other; mean age 21.75). Outcomes included importance and readiness to change AOD use and risky sexual behavior, AOD use and consequences, number of partners and unprotected sex, and condom self-efficacy. Sequential analysis indicated that facilitator open-ended questions and reflections of CT increased Group CT. Group CT was associated with a lower likelihood of being a heavy drinker 3 months later; Group ST was associated with decreased readiness and confidence to change alcohol use. There were no associations with CT or ST for drug use or risky sexual behavior. Facilitator speech and peer responses were related to CT and ST during the group sessions with this high risk population, which were then associated with individual changes for alcohol use. Further research is needed to explore associations with drug use and sexual risk behavior.