According to McAuliffe and Lovell (2006), regardless of the training received in skills classes, master's level counseling students continue to be rote in their approach to clients and their use of counseling skills as opposed to understanding how skills fit into the helping process. Students also experience confusion manifested by fear, anxiety, self-doubt, and questioning of abilities to perform the required skills (Skovholt & Jennings, 2005). The purpose of this research study was to explore the lived experiences of master's level counseling students in a beginning counseling skills class. I used Perry's (1970) scheme of cognitive and intellectual development as a framework for my study. Participants were nine students from three counseling programs in the southern part of the United States, selected by criterion sampling. I used a psychological phenomenological design to gain insights into the nine counseling students' skills-learning experiences. Data collection methods included student interviews, weekly journals, and course syllabi. To analyze the data, I used a modified version of Moustakas' (1994) six-step method of data analysis. Four themes resulted from my data analysis: (1) developmental progression, (2) instructional methodology, (3) personal reactions, and (4) pre-defined structures. These themes were used to answer my three research sub-questions and the central research question. Based on the results of my study, students believed that class format, teaching interventions, personality traits, experiences outside of class, peers, time and class schedules influenced their learning of beginning counseling skills. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://www.proquest.com/en-US/products/dissertations/individuals.shtml.]