This article explores how under-theorized representations of whiteness in pedagogical literatures have informed simplistic ideas about white resistance among students. It is argued that the performance and practice of discourses of whiteness in pedagogical contexts, and the subjective, psychical and emotional complexities of engaging with discourses of whiteness, have been neglected in pedagogical research, diminishing the potential for understanding processes of subjective and social change through anti-racist education. Analyzing observational findings from an ethnographic study of a course focused on issues of "women's diversity" in a Canadian Women's Studies programme, the author explores how discourses of whiteness play out in the context of a feminist classroom in ways that contributed to a predominance of individualizing discourses of racism. She draws on psychoanalysis to analyze the highly defensive dynamics enacted among students, examining projective practices where some subjects are positioned as wholly resistant to anti-racism with very difficult effects. However, the potential for shifting investments among white women and evidence of movement away from defensiveness over whiteness, when whiteness is complicated by other axes of "privilege and oppression," are also traced through interview narratives. The author suggests that documenting students' negotiations of discourses of whiteness in the classroom and in their reflections upon classroom conflict can teach us as researchers and pedagogues what is problematic in our theories of whiteness, and also begin to tell us what differently located, and racially marginalized, students need from an anti-racist, feminist curriculum and pedagogy. (Contains 5 notes.)