Obesity medicine clinicians routinely have challenging conversations with patients. Many patients have emotionally charged histories about their weight and health. Previous encounters with biased clinicians influence a patient’s willingness to trust the clinician and engage in treatment. In this presentation, the presenters will demonstrate real-life clinical conversations that utilize a coaching mindset and incorporate the concepts of Motivational Interviewing and the 5 As of obesity counseling. We will go beyond theories and demonstrate examples of what works. Because telling a patient what to do or how to feel rarely works, clinicians will learn how to structure the conversation in a manner that establishes and maintains trust in the therapeutic relationship, elicits the patient’s motivation to change, and leads to improved health behaviors.