Informed by the research literatures on values and multiculturalism, this study was designed to investigate clients' experiences of difference with therapists. Using a qualitative method--grounded theory--a model was developed to capture the essence of these experiences of difference. Five clusters highlight the client processes of being vigilant for differences, feeling threatened by differences, minimizing differences and focusing on positive relational factors, discussing differences, and beneficial personal growth resulting from differences. The core category describes the importance of clients maintaining faith in themselves, the therapist, and the therapeutic technique as differences are negotiated. Contributions and implications for practice and research on issues of managing values, multicultural differences, and transference are discussed.