Background: This paper describes findings from research conducted on students who participated in a service-learning course in South Africa. Objective: The study aimed to understand how participants constructed their experiences of service-learning and to interrogate their emotional investments in these constructions. Method: Data were collected and analyzed using a psychosocial methodology, consisting of discursive and psychoanalytic readings of interview transcripts, reflective journal entries, and researcher field notes. Results: The discursive findings focus on how participants employed liberal traditional learning discourses to construct servicelearning as linear resulting in subject positions that reinforced prejudices and the power structures supporting these. A psychoanalytic reading of the data suggests that participants invested in these constructions to defend against their own anxiety related to uncertainty and guilt about privilege in an unfamiliar context. Conclusion: Students invest in liberal traditional discourses of service-learning for defensive reasons, which can be understood as arising from the intersubjective and social context in which the service-learning takes place. Teaching Implications: Recognizing prejudice as emanating from anxiety generated by the affective work required for servicelearning means thinking creatively about how to both contain and allow this affective work to take place in service-learning activities.