This is an activity-theoretic study of agency and identity in the study abroad experiences of a Korean learner named Julie-a 50-year-old lesbian, feminist, and non-traditional student from the USA. During 6-weeks in Seoul, Julie struggled to gain participation and to define her identity in a setting that was hostile towards homosexuality. These struggles were exacerbated by her Korean class, where she was positioned as an "older" student and, therefore, consigned to working with a "sexist" and "narcissistic" 65-year-old European male ("Peter"). Within this unfavourable socio-historical context, this study focuses on how Julie exerted her agency to modulate her identity and redefine the social-material conditions of her language learning. I argue that through exerting her agency Julie was able to alter the "rules of interaction" in the "activity system" that she was part of. As such, Julie's story highlights the significance of acts of "changing" in defining language learning experiences and emphasizes the role of agency in activity-theoretic approaches to language learning.