A weekly group-counseling session is used with students having a range of mental and emotional disabilities in order to improve awareness and sharing of emotions, increase the repertoire of feeling words, increase listening ability, and develop empathy. Six groups composed of five to seven students each are involved, with students ranging in age from 5 through 22 and in mental ability from moderate mental retardation to much more cognitively capable. The same model works with all groups. The counselor introduces a "cue" for the session, a feeling chosen from a list of words describing emotions. Students share a time when they experienced that feeling or describe what events prompt such a feeling. No attempt is made to coerce sharing. Other students then verbally recall what has been said while maintaining eye contact with the person who said it. Although the model remains the same for all groups, the level of sophistication and the emphases differ based on the nature of the disability. The emotional/behavioral class, for example, develops into a therapy session by year's end. The groups have been successful in meeting their objectives. This document includes an extensive list of cue words from which to choose. (DC)