FACES (Facilitating Awareness and Character building Experiences for Students) was formed in the year 2000 with the support of the Livingstone Range School Division in response to an observed student need. We were not actually aware at that time nor did we foresee how significant and widespread that need was. Originally, FACES was created for students who were largely invisible in our schools. Students who do well academically and require little attention, but who are often shy and withdrawn. These students have little confidence in interacting with more powerful peers, can feel lost at school, and can often fall between the cracks. FACES was designed for these students and had a huge impact, helping them to stand tall and to find their voice; to feel good about themselves. What we were not anticipating was the significance of FACES for every student regardless of their situation. All student types were equally well served. Not only did every teen need to experience powerful character building principles and feel valued, capable and optimistic, but the interaction of a diverse student population produced a huge unexpected value. As we have grown in experience and expertise, and as we have developed increasingly better curriculum and process, FACES makes a huge impact for good in the development of students and their families.