The objective of this study was to evaluate a multi-component behavioral intervention for child distress during repeated needle sticks. An AB single-subject experimental design with replication of procedures across five subjects was used to assess intervention effects on distress and procedure duration for five children (age 3–7 years). Playing preferred activities, signaled button pressing, and following directions were positively reinforced first during simulated then actual needle procedures. The results indicate that distress decreased substantially for three children, slightly for a fourth and was unchanged for one. Heart rate (HR) data obtained from one child provided preliminary evidence of counterconditioning. For three children with follow-up data, benefits were maintained after intervention transfer to caregivers. In conclusion, distraction and counter-conditioning appear to be compatible conceptualizations for designing interventions to reduce the distress of experienced children who undergo repeated invasive procedures. The independent and synergistic effects of behavioral interventions based on these two theories should be examined in future studies.