Antiretroviral therapy (ART) is slowly rolling out across South Africa, but coverage is highly variable between and within provinces. The chronic shortage of health care workers is recognised as one of the major bottlenecks to scaling up treatment, and this has the biggest impact in rural areas where the human resource crisis is most acute. For the past three years Médecins sans Frontières (MSF) has been supporting a programme to provide care and treatment for people with HIV/AIDS in the local service area of Lusikisiki, a subdistrict of 150 000 inhabitants in the Eastern Cape serviced by one hospital and 12 clinics. Lusikisiki represents one of the poorest and most densely populated rural areas of South Africa. Less than half the population live in formal housing and up to 80% live below the poverty line. With just 5 doctors per 100 000 people, Lusikisiki is 14 times below the national average and less than the average for Sierra Leone, DRC and Zimbabwe. An assessment done by MSF in early 2003 found that electricity was only available in a third of clinics and the supply of electricity was unreliable in half of those; only 8% had running water or a phone, and half lacked nursing accommodation. Drug supply management was a major problem, with up to 60 Essential Drugs List drugs missing at some clinics. Around half of all nursing posts were (and remain) vacant, and a chronic lack of auxiliary staff meant an increased burden of tasks that further limited direct patient care. Nevertheless, the implementation of HIV care at the primary care level, through task shifting, community mobilisation, and the use of volunteers, has allowed the rapid scale-up of treatment even in this understaffed and poorly equipped setting. Within 2 weeks of the National Operational Plan for Comprehensive HIV Care being launched in October 2003, the first person was initiated on ART, and in less than 3 years, by October 2006, there were almost 2 200 people on antiretrovirals (ARVs), including 110 children. This paper describes how the integration of HIV care and treatment including ART into primary health care in Lusikisiki managed to overcome the challenges of working in a resource-poor rural area to achieve good coverage and outcomes in a relatively short space of time