Ideas of ‘responsible sexuality’ are located at the centre of counselling in current antiretroviral treatment (ART) programmes. This paper analyses counselling practices in three HIV/AIDS clinics in Uganda on the basis of participant observation of counselling sessions and interviews with counsellors. The paper illustrates how counsellors concentrate on giving general behavioural instructions, while clients tend to demonstrate their compliance to these ‘rules’ rather than sharing their more intimate thoughts. This is especially the case in the contested terrain of sexual and reproductive behaviour. To explore this phenomenon, the paper analyses a number of dynamics characterising HIV counselling in Uganda, including the pressures of the global bio-political project to ‘save lives’ with ART, the counsellors' working conditions in resource-constrained clinics, the professional authority of counsellors and the clients' challenges to following the rules.