This study examined how 16 Black, Latina, and American Indian women science students reacted to their undergraduate science classes. I focused on the meanings they made of the common features of university science documented by Seymour and Hewitt (1997), including large, competitive, fast-paced classes, poor teaching, and an unsupportive culture. I also explored their responses to the values manifested in their science classes and laboratories. The research took place at a large, predominantly White research university; participants were recruited from a science enrichment program for high-achieving students. I interviewed the participants and attended science classes and laboratories with them. I analyzed the data using J. Spradley's semantic structural analysis method (1979, 1980) and validated it through triangulation and member-checking. The women in the study found three features of science classes particularly discouraging: the size of the lecture classes, asking and answering questions in class, and (in some cases) engaging in undergraduate research. They were negatively impacted by two cultural values: a narrow focus on decontextualized science and the construction of science as a gender-, ethnicity- and race-neutral meritocracy. (Contains 2 footnotes.)