Exposure therapy is an effective tool for treating anxiety disorders, but some clients drop out, and others do not achieve adequate levels of improvement. Traditional ‘habituationbased’ models of exposure will be compared to inhibitory based models of exposure. The latter models draw from principles of fear learning and extinction, and memory, and depend upon repeated functional analyses of behaviors and cognitions so that each exposure practice maximally addresses ‘what it is that the client needs to learn’. For many clients, it may be essential to learn that fear/anxiety can be tolerated, or that they can function even while anxious. Ways in which various strategies that enhance inhibitory learning/regulation can be implemented in clinical settings will be discussed, such as compound extinction, reinforced extinction, weaning from safety signals, retrieval cues, multiple context exposure, consolidation scheduling of learning trials, as well as affect labeling.