Purpose/Objective: The aftermath of treatment for critical illness and/or critical injury in the intensive care unit (ICU) often includes persisting cognitive and emotional morbidities as well as severe physical deconditioning (a constellation termed post-intensive care syndrome, or PICS), but most patients do not receive psychological services before they enter the inpatient rehabilitation facility (IRF). Although a burgeoning literature guides the efforts of critical care providers to reduce risk factors for PICS - for example, reducing the use of sedatives and enacting early mobilization, there is need for a corresponding awareness among IRF psychologists and other providers that the post-ICU patient often arrives in a state of significantly reduced capacity, with persisting cognitive impairments and acute psychological distress. Many are at risk for long-term complications of posttraumatic stress disorder, general anxiety and/or clinical depression, and assuredly all have experienced a profound life disruption. This paper offers a multilevel perspective on the adaptation of post-ICU patients during inpatient rehabilitation, with discussion of the psychologist’s role in education and intervention. Research Method/Design: Clinical review paper. Results: NA. Conclusions: To optimize response to rehabilitation, it is important to understand the behavior of post-ICU patients within a full biopsychosocial context including debility, cognitive and emotional impairment, disruption of role identities, and environmental factors. The psychologist can provide education about predictable barriers to participation for the post-ICU patient, and guide individual, family and team interventions to ameliorate those barriers.