Reverse-saturable absorbers are of considerable interest for optical limiting. Using the electric dipole per turbation, we derived the rate equation for a five-level system describing reverse-saturable absorbers. Traditional theories for the propagating laser beam in these materials are expressed in terms of the optical intensity. However, with the introduction of high-power short-pulsed lasers, the propagation of light in these materials may be subject to nonlinear phenomena such as self-focusing and self-phase modulation. Furthermore, conventional theories treat the laser light as a continuous wave or as a very broad temporal pulse in which dispersive effects are neglected. In order to incorporate these other nonlinear or dispersive effects, and therefore determine their influence in reverse-saturable absorbers, we derived an equation for the propagation of the electromagnetic field, rather than the intensity, coupled to the rate equations for a five-level system. We also coupled our theory to experimentally measurable parameters for these materials and detailed the various physical approximations used to obtain the rate equations.