This study explored the process of White attitude change around the notion of White privilege spanning the duration of a multicultural education course. Making use of constructivist grounded theory, nineteen intensive, semi-structured interviews were completed with 5 White undergraduate students enrolled in one of two sections of a multicultural education course. In addition, thirty-six hours of classroom observation were conducted through participant observation methods. Data from this study produced a model, The White Privilege Engagement Model, that describes three cognitive constructs (Recognition of White Privilege, Acknowledgment of Personal Benefit, and Intellectual Engagement) and a single affective construct (Emotional Engagement), each of which are comprised of a number of frames that together serve to describe the dynamic forces that work in shifting attitudes around White privilege. The study explores and describes the complex interactive effects of conscious and unconscious dynamics. The results of this research suggest that experiences of strong emotion, such as shame and guilt, and cognitive experiences, such as cognitive dissonance and defense mechanisms, alone do not predict the direction of attitude shift, however, these dynamics, together with information seeking and integration, emotional self-reflection and the ability to maintain empathy for cultural out-groups, play an important role in determining the direction of attitude shift either toward denial or recognition. Findings of this study suggest that defense mechanisms may serve a facilitative role in learning by serving to chunk multicultural curriculum into more manageable bits of information, ultimately preventing students from becoming so overwhelmed by curriculum that learning is truncated. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://www.proquest.com/en-US/products/dissertations/individuals.shtml.]