Experiential education and service-learning are "buzz words" within many educational circles. The purpose of this study was to explore students' (N=18) and professor experiences with/in a student-directed experiential education elective course, with a particular focus on a service-learning initiative. Stephen Brookfield's critical incident questionnaire (1995) and transformative phenomenology served as the guiding frameworks for this study. The results yielded four themes, including: 1) Sense of accomplishment, 2) Feelings of frustration, 3) Questioning student-directed course experience, and 4) Experiences from self-study participation. This study serves to further confirm that engaging in service-learning projects within a student-directed course can lead to a strong sense of accomplishment despite feelings of frustration and resistance.