The tobacco counter-advertising literature is reviewed as it relates to basic process questions concerning what makes counter-advertisements effective. Limitations in addressing (a) counter-advertisement content and the psychological mediators targeted, (b) counter-advertisement style and the affective reactions targeted, (c) prior smoking experience, and (d) other audience factors are enumerated. A theoretical model based on alcohol advertising research is presented to address those limitations. The model addresses the practical research question of predicting when tobacco counter-advertising will work by examining the independent influence of each of these enumerated factors, as well as how these factors operate in concert, qualifying each other. The model also addresses the process question of explaining how counter-advertising works by identifying affective and cognitive processes as mediators. By understanding the processes that underlie the qualified findings, one can better advise the designers of tobacco counter-advertisements how to be more effective.