School counselors have an important part to play in helping schools respond to the increasing number of students whose mental health needs place them at risk for school failure. This article identifies the shortcomings of the current developmental guidance and counseling service delivery model as it relates to work with at-risk youth. In addition, a transformed model is proposed, with suggestions for changes in program organization and planning, school counselor role and function, and skills and expertise. Potential barriers to change are also identified.