This article presents results of a qualitative study of values development in U.S. and Scottish social work students who participated in a study-abroad program. Six themes emerged: opening the mind to new ways of thinking; awareness and insight into one's own values and beliefs; social awareness and challenges to societal values and beliefs; appreciation of difference, cultural sensitivity, and anti-discriminatory practice; social justice; and professional identity development. Implications for social work study-abroad programs and future research are discussed.