Can an instructional model have significant social and emotional implications for gifted students? Implementation of the Schoolwide Enrichment Model Reading Framework has influenced not only reading achievement, but also students’ relationships with teachers and the teacher’s understanding of individual learners. This session delves deeply into the effect of individual conferences of SEM-R have had on the emotional lives of students. Attendees leave with practical resources for maximizing their one-on-one time with students, while gaining insight into the power of listening. The affective benefits of the SEM-R can be transferred to any classroom, and this session explains how.