We examine relations of values and intelligence to overt behavior in a field study of clients in career counseling (N = 365). Eleven counselors reported their clients' independence, activity and insightfulness behaviors. As predicted, both values and intelligence correlated substantially with particular behaviors. Activity and independence correlated positively with self-direction and achievement values and negatively with conformity and tradition values. Independence correlated positively with maturity values as well. Insightfulness correlated positively with maturity values and negatively with conformity and tradition values. All three behaviors correlated positively with intelligence. Values predicted behavior over and above intelligence, but intelligence added to the prediction by values only for the clients of some counselors. Implications of the findings for research on values and behavior are discussed. (Contains 3 tables, 2 figures and 4 notes.)