This article describes a Response to Intervention (RTI) model of service delivery implemented within a rural elementary school for students in kindergarten through fifth grade experiencing significant emotional and behavioral difficulties. A multi-tiered model is presented that includes school wide interventions in Tier 1, as well as a six separate interventions applied within Tier 2 and Tier 3. These included applied behavioral analysis, social skills training, counseling, differentiated instruction, cognitive behavioral interventions and parent involvement designed to assist identified students with improving prosocial skills. Nine children were treated within this program model over a two year period, resulting in two students being placed in special education under the category of emotional disturbance by the project's termination. Positive and negative aspects of the project's implementation are reviewed, along with directions for future research. (Contains 1 table and 4 figures.)