This essay is a response to Barbara Applebaum's essay, "Engaging Student Disengagement: Resistance or Disagreement?" in which Applebaum explores privileged university students' "disengagement" when asked to confront institutionalized oppression. Applebaum analyzes and recommends Lynn Weber Cannon's rules for classroom discourse that ask students--for the purposes of the course only--to acknowledge that racism, classism, sexism, heterosexism, and other institutionalized forms of oppression exist, and to agree to actively combat the myths and stereotypes about groups so that walls that prohibit group cooperation and group gain can be removed. This essay considers the admonition in Mordechai Gordon's essay, "Engaging Student Disengagement"--a response to Applebaum's essay that argues that Weber Cannon's "rules for classroom discourse" should be thought of as goals rather than rules, and that insisting on engagement may not be possible; and if it is possible, it can backfire and exacerbate resistance. The author, Barbara Stengel, claims that insisting on engagement ignores the root of student resistance--a resistance that begins in doubt and blossoms into fear--and supports these claims by: (1) exploring the meaning of pedagogical resistance under the circumstances Applebaum describes with the help of Lawrence Blum's analysis of racism; (2) determining why privileged white students resist using Charles Peirce's analysis of response to doubt; (3) fleshing out what is going on when students' fear is expressed in resistance following Sara Ahmed's characterization of fear in "The Cultural Politics of Emotion"; and (4) taking a conceptual detour to clarify that blame and responsibility are linked to our analyses of fear. The author argues that instructors who hope to release resistance to antiracist pedagogy would do well to face the fear that fuels resistance by deconstructing classroom power relations.