There are a number of middle school students who experience difficulty making the transition from childhood to early adolescence and may be described as high-risk. This article describes an after-school program designed to promote healthy identity, and adaptive personal choice behaviors in a high-risk group of middle school students. Developmentally, middle school students are transitioning from late childhood to early adolescence. It is a time of many changes and, at times, turmoil. School counselors play an integral role in creating developmentally appropriate services for this age group. In general, middle school students have unique needs based on the rapid shifts in their physical, psychological, and social development (Roeser, Eccles, & Sameroff, 2000). Physically, they are entering puberty; psychologically, they are dealing with issues of industry and identity. As issues of autonomy and identity become much more important to them, simply completing their schoolwork because it is what their teachers ask is no longer sufficient motivation, especially if they perceive school to be meaningless or boring. For youth in this developmental phase, the most important relationships are no longer exclusively with family members, and peers become much more influential during this time (Fowler, 1981; Turner & Helms, 1995).