Many persons seeking treatment present with problems more extreme than individuals described as the “worried well” yet they do not display the symptom profile of persons diagnosed with a “severe mental illness.” Typically, these individuals experience chronic distress; they present with impulsive coping styles, chaotic relationships and affective dysregulation. Psychotherapy for persons presenting with chronic distress present a unique set of challenges. Most research in psychotherapy outcomes suggest that one of the most important factors associated with successful treatment is the relationship between the client and therapist. Traditionally, focus on the therapeutic relationship has been the purview of experiential and psychodynamic therapies. However, in the past ten years, three behavioral models of psychotherapy have been introduced that focus on the relationship in the therapy session. To varying degrees, these therapies are based on a large body of knowledge developed over the past several decades in the study of verbal behavior. In this class, participants will be introduced to a behavioral conceptualization of phenomena such as emotion, memory, cognition, and beliefs. Discussion of these private behaviors will conclude in a presentation of a behavioral theory of the “sense of self”. For the remainder of the course, participants will revisit these concepts as they apply to discussion of three influential behavioral therapies. First, participants will become acquainted with specific clinician behaviors that foster the curative role of the therapist as articulated in Functional Analytic Psychotherapy (FAP) developed by Robert Kohlenberg. Second, participants will discuss the role of verbal behavior in human suffering and the “recontextualization” of painful private experience presented in Acceptance and Commitment Therapy developed by Steven Hayes. Finally, participants will be introduced to the therapeutic dialectic of acceptance and change as outlined in Dialectical Behavior Therapy (DBT) developed by Marsha Linehan. The goal of the course will be to briefly introduce participants to FAP and ACT and to provide an overview of the principles and strategies of DBT that explicitly address the diffuse, troubling experiences presented by most chronically distressed individuals.