Critical race courses challenge today's college students to cognitively grapple with issues of justice and the good society. In some instances, these challenges lead to positive, relational growth-fostering attitudes and behaviors. Transformative learning educator Jack Mezirow's approach to facilitating cognitive shifts appears especially promising in its ability to promote such outcomes. In our own work, we apply this frame to guide our teaching, with an aim toward fostering and studying racially privileged (i.e., White) students' cognitive shifts around the meaning of whiteness. The present case study is an in-depth description of one student's whiteness frame of reference elaboration. Several tentative contributions to Mezirow's theory emerge as a result. Namely, whiteness frame of reference elaboration may include (1) periods of cognitive homeostasis in addition to disruption, (2) positive affective experiencing in addition to negative affect, and (3) shifts in cognition that are subjectively encoded within the context of affective experiencing.