Purpose: This study aims to illustrate Mitchell's (2008) theory of critical service-learning within elementary and middle school classrooms, looking specifically at classroom events, in which community partners visit classrooms to discuss student-selected social issues. Design/methodology/approach: Data from teacher interviews, classroom observations, teacher-recorded classroom videos and photos of student artifacts were collected and analyzed. Using deductive analysis, key observable events were identified, in which a teacher and their students navigated opportunities to take a social change orientation, redistribute power, or engage in authentic relationships. Classroom discourse analysis was used to examine these specific events to illustrate what critical service learning looks like in action. Findings: Analysis revealed how core principles of critical service-learning play out in the classrooms. Two major themes that emerged were students engaging in systemic thinking and students taking on new roles as they operated in classrooms where traditional relationships among teacher, student and content were shifted from a banking model to a problem-posing model. Originality/value: Much of the research on service learning has been conducted in university, high school or out-of-school settings or analyzes classroom practices based on traditional, individual civic actions. Very little empirical work explores practices in classrooms where teachers facilitate critical service-learning over the course of an entire school year. This study offers an image of the kinds of student thinking that becomes possible in elementary and middle school classrooms enacting critical service learning.