• GP120 attachment glycoprotein binds to CD4 receptor on host cell membrane.• the outer envelope fuses with the membrane released in the capsid, releasing the RNA and enzymes into the cytoplasm.• reverse transcriptase makes a complimentary copy of the RNA.• double stranded DNA is formed.• host enzymes make viral proteins that are assembled into new viruses. • new viruses leave the cell by budding, they take some of the host membrane to create a new envelope which kills the T cell.