A prevention program to build resiliency in children and adolescents, ages 11-14. Designed to be a developmentally appropriate prevention program that builds resiliency in a positive way by teaching social competence and problem solving skills. It aims to increase social and emotional competencies, mitigate the risk factors, and build the protective factors related to substance use and other problem behaviors among 6th grade students. Substance use topics are discussed in the context of expectations, peer pressure and influence, and the media. Complex social challenges and influences that present a greater risk for escapism and risky behavior are explored and met with strategies for managing them in a positive, healthy way. Interactive games and activities create an experiential learning environment so students can learn and apply the skills in the classroom setting. This program attempts to protect students against social pressures to use alcohol, tobacco, or other drugs (ATOD). The program draws on theoretical constructs that indicate positive socialization is achieved when children can both participate in conforming, prosocial activities and develop the skills necessary for successful involvement.