Findings from the qualitative research phase of a PSI/Ipsos project in South Africa, in which we aimed to understand why high-risk young men do not test for HIV or link either to treatment or to prevention after testing. We interviewed 58 men between the ages of 25 and 34 who were sexually active and had not undergone voluntary medical male circumcision, and 64 health care providers who had at least 5 years’ experience testing and treating men. We analyzed the interviews thematically using the COM-B behavior change framework. The analysis identified several barriers. Many men live in an environment of stress and uncertainty, and perceive testing and treatment as yet another burden. While social norms prime them to appear indifferent, many actually experience paralysing fear. They fear HIV would mean life is over, bringing loss of identity, status, relationship and pleasure. Perceiving many costs and few advantages, many prefer not to know their status or to delay treatment until becoming symptomatic. Men’s interactions with the healthcare system may also discourage testing and linkage. While providers see themselves are caring and dedicated, many men view them as judgmental and unresponsive. Empathy may extend only to the point where the patient is compliant. ‘Counselling’ is often scripted and didactic, failing to resonate with the patient or to influence his behaviour. The findings suggest that current approaches may be inadvertently driving men away from services and a shift toward more male-friendly services is needed.