Service-learning has been hailed as an effective means to bridge classroom learning with practical application in the local context. Numerous studies have demonstrated the educational value of service-learning, particularly the potential to build awareness and appreciation for diversity. Students' resistance to even acknowledging issues of oppression, such as racism and classism, has received far less attention. This inquiry explored how 63 undergraduate students responded to issues concerning race and privilege as they participated in a service-learning course and identified sources of resistance (racial/class complicity, racial/class consciousness, and racial/class action) across racial/ethnic and class backgrounds. The study offers new implications for incorporating diversity issues in service-learning programs. (Contains 2 notes.)