Background: Research has established that service-learning is a high-impact practice with significant consequences for student learning. Research in this area can provide greater understanding and recognition of the value faculty bring to the service-learning experience. Purpose: Examining faculty members' memorable experiences in service-learning pedagogy through the Expectancy x Value theory of motivation will help colleges and universities more effectively support and retain faculty who teach service-learning courses. Methodology/Approach: Twenty-two faculty from a medium-sized liberal arts institution each participated in a 24-min interview and described memorable service-learning experiences with students. Inductive analysis and the Expectancy x Value theory of motivation were used to analyze the data. Findings/Conclusions: The study found that faculty members highlighted themes of faculty fostering student and community connections, valuing the service-learning work, and assisting students in learning from their discomfort during service-learning experiences. Faculty's expectations of success centered on their own self-efficacy and view of ability. Faculty valued the relationships that were established, benefits that were gained, and risks that were taken. Implications: Through the Expectancy x Value theory, this research provides a foundation for understanding what motivates faculty to continue teaching service-learning courses, which can help institutions more effectively support faculty members.