This article reports on a study of student experiences of a Walls to Bridges (W2B) class taught by Faculty of Social Work instructors in a Canadian women's prison. The Walls to Bridges (W2B) program is based on the U. S. Inside-Out Prison Exchange Program and brings students from the university together with students from the prison to study for a semester long course in correctional settings. The article reports on how the program pedagogy of experiential learning and Talking Circle processes impacted student's awareness of privilege, marginalization and stereotypes, commitment to social change and action.