In this case study the therapist struggles to maintain unconditional positive regard (UPR) for a child whose behavior in child-centered play therapy creates a need for limits. CCPT was provided within a program to prevent juvenile delinquency among at-risk children at an urban, high poverty elementary school. The client was referred for highly disruptive oppositional behavior persisting months into his kindergarten year. Data evidencing progress is provided as a reference point, while analysis focuses on conceptualization of process and mechanisms of change. The client's experience ofUPR, as well as use of limit testing to explore possibilities in relationships and self-concept, is related to his apparent progress, as is his therapist's growth and development toward providing consistent UPR, even when behavioral limits are needed.