Although service learning has been documented as a promising pedagogy for middle grades learners, it remains the exception rather than the rule in many middle schools. This qualitative study examined fifth grade students' experience of a service-learning class. Using the tenets of service learning and experiential learning theory as the theoretical framework, we describe the findings of the study, identifying the importance of a culture of "doing" and problem solving; an integrated curriculum that was based in caring for others; a joyful environment in which to learn; and opportunities for competence and independence. We present the findings in relation to the theoretical framework and discuss the implications of this research for middle grades practice, teacher education, and future research.