Why do some people adapt successfully to change while others do not? We examine this question in the context of a severe HIV/AIDS epidemic in South Africa, where adapting (or not) to social change has borne life and death consequences. Applying an age-period-cohort lens to the analysis of qualitative life history interviews among middle-aged and older adults, we consider the role of the life course and gendered sexuality in informing Africans' strategies of action, or inaction, and in differentially driving and stalling change in each cohort in response to the HIV/AIDS epidemic. Our study illuminates the unique challenges of adapting to social change that result from dynamic interactions among aging, prevailing social structures, and a cohort's socio-historical orientation to a new period.