A major shift in university course work involves activities outside the traditional classroom in which students are required to apply knowledge from the coursework in real-life service-learning environments. Such complex learning contexts generate a level of disequilibrium or anxiety that may or may not result in transformative learning.             This phenomenological study examined student reflective writings from an Honors service-learning course at a medium-sized mid-western university for evidences of transformative learning, the precipitating disequilibria, and the significant pedagogical structures underlying growth.            All students learned and all students encountered disquieting experiences; however, only half the participants exhibited varying levels of transformative learning.  Results indicate that transformative learning requires time, space, and appropriate scaffolding to develop or augment personal internal systems of adjusting what one thinks and how one thinks about new information and experiences.            The results further suggest that a framework of iterative service experiences, grounded in course content, readings, faculty-student-community dialogue, and continuous, thoughtfully designed, reflective practice can maximize transformative learning potentials. Future research should continue to explore how service-learning is experienced by individual participants and what contextual factors are essential for increasing the likelihood that transformative learning will occur.