The Grassroot Project is a sports-based HIV/AIDS prevention program facilitated by college athletes in Washington DC. It uses a grassroots education model where athletes first receive training and then implement 8-week interventions in schools. It started at 3 sites in 2009 and has since expanded to 25 sites in 2011 reaching 250 volunteers from 3 universities. Pilot results found improvements in HIV knowledge and attitudes. The program aims to reach 3,600 students per year through 720 student athlete educators from 5 Division I athletic programs in the DC area. Key lessons learned are using fun to engage students in tough issues, helping students see their impact, and understanding volunteer motivations. Challenges include the need for partnerships to support the youth-run program's