The relational-cultural model of psychotherapy has been evolving for the past 20 years. Within this model, difficult group dynamics are conceptualized as the playing out of the central relational paradox. This paradox recognizes that an individual may yearn for connection but, out of a sense of fear, simultaneously employ strategies that restrict or limit the desired connection. This model posits that transformation and healing in group work come from the experience of mutual empathy created in growth-fostering relationships. A discussion of key terms and their application to group work is presented. (Contains 1 figure.)