The purpose of the present study was to identify, categorize, and model clients' understanding of early counseling alliance formation factors. Forty participants who had received counseling services were interviewed and asked about what observable behaviors and verbalizations they thought had helped establish the alliance with their counselor. Alliance formation factors were recorded on index cards, and 31 participants returned and sorted these statements into self-defined, conceptually homogeneous categories. Multivariate concept-mapping statistical techniques were used to compute the "average" sort across the participants. Seventy-four client-identified common factors were elicited and reliably organized into 11 categories: setting, presentation and body language, nonverbal gestures, emotional support and care, honesty, validation, guidance and challenging, education, referrals and recommended materials, client's personal responsibility, and session administration.