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To improve schools, educators must develop the capacity to implement instructional and behavioral interventions that differ from those typically employed. Yet, the central problem of building educator capacity is not determining what to implement. The central issue for improving schools is rather to find ways to help educators identify, implement, adapt, and sustain effective practices. School-based consultation could provide the means to elicit and support new behaviors, competencies, and dispositions among educators. However, little attention has been directed at fundamental consultee learning and behavioral change processes that lead to different teacher behaviors and improved student outcomes. Exceptional professional learning (EPL) is a comprehensive consultation model that attends specifically to the processes and mechanisms of consultee cognitive, behavioral, and motivational change. The model is grounded in positive psychology and self-determination theory, constructivist and socioconstructivist learning theory, situated cognition, and distributed practice. It provides a coordinated framework to elicit and sustain changed cognition and behavior among consultees. The explicit theoretical grounding provides mechanisms of conceptual change; development of content, contextual, and pedagogical knowledge; and attention to motivation and sustainability. Consultation based explicitly on learning and motivational theory is advantageous because assumptions and approaches are testable, consultation strategy selection is guided by more than clinical judgment, and the model can adapt to incorporate evolving understanding of the component theories. Examples, preliminary support, and challenges for the model are provided from consultation and professional development cases.