Recent scholarship on service-learning has departed from examination of more traditional models and outcomes to explore how service-learning shapes students’ understanding of social change. This study builds on existing research to further interrogate the ways in which service-learning relates to power and privilege, specifically exploring how college students in a service-learning experience reflect on notions of privilege and how this informs their work with urban youth. Data was collected from 15 undergraduate student participants in a violence prevention program. Findings point to the potential that lies within change models of service-learning for students to reflect on the complex relationship among service-learning, power, and privilege, and to see themselves engaged in impactful, transformative, and sustainable service work