Utilizing an experiential component in group work training is a prominent feature in Counselor Education programs. Although numerous models have been proposed, the vast majority offer limited explanations of incorporating the number of hours of group participation and observation recommended by the Professional Standards for the Training of Group Workers (ASGW, 2000). This article presents an experiential group training model with multiple opportunities for group leadership in a masters level Counselor Education program, and provides a description of common themes experienced by group-leaders-in-training as they progressed through the culminating feature which served as the capstone of this approach.