One of the original goals of women's studies programs in the United States has consisted in empowering women to enable them to take control of their own lives. In order to achieve that goal, feminist scholars have developed a new pedagogy aimed at empowering students through the creation of equal relations between faculty and students, as well as among students in the classroom. In this paper I address the paradox raised by a concept of empowerment as applied to a site like women's studies and argue that the role of instructors' authority and power in the construction of a safe space is in this case fundamental to students' empowerment. The argument is based on data collected through semi-structured interviews conducted at a research university in the United States. Research participants narrate that the creation of a learning environment where students feel safe to express themselves on delicate issues of gender, race, class, or sexuality, and where they can voice their personal experiences, is necessary for empowerment to unfold. However, my research suggests that there are a number of obstacles that hinder the emergence of a safe space in women's studies classrooms. These involve the presence of fault lines of class, race, and sexuality, as well as the rise of strong emotional intensities. To overcome those obstacles, the interviewees revealed that the role of instructors was central; instructors exercised power and authority in the classroom and constructed a safe space from "above." The interviews suggest that the type of power in operation in the women's studies classroom helps overcome obstacles to empowerment rather than prevent it. In conclusion, I suggest that the seeming paradox of empowerment is produced by the conceptual association of "power" with a coercive, rather than an enabling definition of its effects. (Contains 2 notes.)