Female entertainment workers in China are at increased sexual risk of HIV, but causes of their unprotected sex remain poorly understood. We develop a model that integrates information-motivation-behavioral skills (IMB) with social influences and test the model in a venue-based sample of 732 female entertainment workers in Shanghai. Most IMB and social influence measures are statistically significant in bivariate relationships to condom use; only HIV prevention motivation and behavioral self-efficacy remain significant in the multiple regressions. Self-efficacy in condom use is the most proximate correlate, mediating the relationship between information and motivation and condom use. Both peer and venue supports are important, but their influences over condom use are indirect and mediated through prevention motivation and/or self-efficacy. Behavioral intervention is urgently needed and should take a multilevel approach, emphasizing behavioral skills training and promoting a supportive social/working environment.