The curriculum features several empirically based interventions adapted for implementation in a mentoring context with middle-school students. The curriculum's philosophy is to target factors that have been found to put middle-school students at-risk for delinquent behaviors. The four risk factors with the most robust empirical support are truancy, lack of school engagement, association with deviant peers, and victimization. The curriculum intends to teach middle-school students skills and strategies for combating each of these four risk factors. The strategies are taught in the context of a group mentoring program in which the participants receive instruction and opportunities for support by mentors as they practice using the skills being taught. The curriculum focuses on the development of mentee strengths and motivations. After an orientation session, eight sessions of the curriculum address development in school engagement, followed by eight sessions on peer relationships. Seven sessions address victimization, which features strategies for preventing bullying. For each session, this instructor's manual provides an overview of the content, goals of the session, a listing of materials, and instructions for each activity.