The purpose of this study was to uncover the counseling-related thoughts and feelings of special education students who began their participation in counseling involuntarily. Under exploration were the client variables and other influences that accounted for resistant or cooperative approaches toward participation in counseling. Eight students enrolled in special education classes at one middle school and two high schools in a rural area of Western New York State were randomly selected from a list of 24 potential research participants. The list of 24 potential research participants was assembled by a local expert commissioned to do so using a purposeful sampling method. A qualitatively designed, semi-structured interview format was chosen as the means of data collection. All interviews were transcribed by the investigator. Review of student records, triangulation of the data, and peer-debriefings were employed as methods by which to establish credibility of the findings. Records were also reviewed to identify counselor variables related to age, race, gender, and level of experience. The findings revealed a number of client variables and other influences that accounted for the development or maintenance of resistance toward counseling. Client variables that accounted for resistance included negative expectations of counseling, denial of need, and uncertainty regarding what to expect from counseling. Other influences that accounted for resistance toward counseling included specific requirements of the counseling process and counselors who are perceived as uncaring, overbearing, or prone to lecturing. Client variables that accounted for cooperation and active participation in counseling were the development of optimism and hope that counseling would be a positive experience and the recognition of the value of the services offered. Other influences that contributed to cooperation and active participation were the inclusion of activities and games into the counseling process, a perceived escape from the stress of the school day, and counselors who were viewed as 'cool,' funny, open, and genuinely concerned about their clients.