The objectives of this qualitative study were to: a) identify common marketing themes and tactics used by the tobacco industry to entice African Americans (AA's) and youth to initiate and maintain smoking behavior, especially smoking mentholated brands of cigarettes, and b) determine AA youths' knowledge, attitudes, intentions, and beliefs about smoking and the tobacco industry. Together, these activities could aid in the development of effective tobacco counter-marketing campaigns for AA youth. Using publicly available tobacco industry documents, computerized searches using standardized keywords were run and results were cataloged and analyzed thematically. Subsequently, 5 focus groups were conducted with n = 28 AA middle school-aged youth. Results suggest that the tobacco industry consistently recruited new AA smokers through a variety of means, including social and behavioral marketing studies and targeted media and promotional campaigns in predominantly AA, urban, and low income areas. AA youth interviewed in this study were largely unaware of these tactics, and reacted negatively against the industry upon learning of them. Youth tended to externalize control over tobacco, especially within the AA community. In designing a counter-marketing campaign for this population, partnering knowledge of tobacco industry practices with youth needs and community resources will likely increase their effectiveness.