This chapter aims to do everything in interlinked pairs; it presents two models for working with behavior change and psychotherapy: Acceptance and Commitment Therapy (ACT) and prosocial. It targets two populations, both inmates and staff. Psychotherapy and behavior change is challenging, especially if a client is coerced to attend. ACT is a third wave behavior therapy model, which emphasizes building clients’ ability to find a personal purpose. ACT builds these using techniques targeting present moment focus, acceptance, and new perspectives on thoughts to cope with barriers to values based action in an interlinked model that fosters psychological flexibility. The model is built in a reciprocal relationship with a basic research approach to human language and cognition that is briefly covered in the chapter. Making the therapeutic alliance to incarcerated populations, ACT is delivered from a perspective of compassion and equality. For staff in forensic settings, ACT is also part of prosocial – a model for getting groups to work more effectively together prosocial and ACT has been used in multiple organizational settings with good results.