Although previous research identifies high quality relationships between mentors and youth as fundamental to mentorship program success, less is known about how these relationships develop, particularly within group-mentoring models. Therefore, using a qualitative, grounded theory approach, this study explores the process of relationship building between mentors and adolescents. We conducted nine focus groups over two rounds of data collection with youth and staff in a youth development program that predominantly serves African American, low-income youth with a group-mentoring model (n=71). Using open-coding we identified five key features of the process of relationship building: The Right Who, Respect, Information gathering, Consistency, and Support (TRICS). We used axial-coding to construct a model of the associations among these features. Participants reported that these features promote trust and positive youth development. Model development and sub-categories are described.