This paper reports on a process in which program designers, classroom teachers, and students worked together to adapt the 7(th) grade "keepin' it REAL" prevention curriculum to a developmentally, socially, and academically appropriate curriculum for 5(th) graders. A Community-Based Participatory Research methodology (CBPR), combined with a 9-step adaptation model, emphasized a collaborative approach, both transformative and empowering. Essential adaptation elements were the Risk-to-Resiliency Continuum; the teaching of a wide range of skills including risk assessment, decision making, and resistance strategies; and, maintaining the theoretical grounding of Narrative Theory, Communication Competence, and Focus Theory of Norms. This paper describes how CBPR methodology can be conducted successfully while focusing on sustained theoretical grounding and effective research practices in a school-based setting.