This dissertation examined the experiences of self-criticism among counseling students in practicum while in session with clients. This study utilized a phenomenological approach to data collection and analysis. The data was comprised of nine hour-long qualitative interviews with counseling students enrolled in the practicum course at a major southeastern university. The data analysis uncovered a rich and complex world of inner dialogue in counseling students, which included self-criticism. Self-criticism in practicum counseling students was a multidimensional cognitive, social, emotional and dialogical phenomenon that arose within an internal context of inner dialogue, beliefs and expectations and an external context of client and supervision variables. The results of the study indicated that counseling students’ inner dialogue in practicum involved (a) doubt, (b) directive self-talk, (c) critical self-talk, (d) reassuring self-talk and (e) positive self-talk. The context of inner dialogue encompassed internal elements such as (a) self-evaluation of competency, (b) reflections about the self as a counselor and external elements like (a) reflections on the therapeutic process and (b) outside influence such as peers and supervisor. The experiences of self-criticism in practicum students included (a) difficulty assimilating feelings of inadequacy into an idealistic counselor image, (b) comparing up, (c) emotional drag down, and (d) critical self-talk followed by reassuring self-talk. Discussion of findings, implications for counseling students and educator and suggestions for future research were offered.