As the USA experiences rapid growth of nontraditional adult students in higher education, educators and institutions will increasingly need to look beyond the traditional youth-centric educational models to better address adult learning needs. To date, no research has been conducted examining the learning experiences of adult students enrolled in a disciplinary course that was built upon core principles of adult learning. Ten adult students (mean age = 45.4 years), enrolled in an American university with a college dedicated to adult students, were interviewed to assess their learning experiences and felt impact after completing a psychology course created upon adult learning principles. Findings revealed that students progressed through a five-themed model that challenged their pre-existing meaning structures, caused emotional and cognitive disequilibrium, and pushed them toward irrevocable change.