The purpose of this study was to investigate the ways in which a multi-layered women's calculus course influenced the participants' learning of mathematics. This study, conducted in a state university in the Midwestern region of the United States, revealed not only that women in this particular section of calculus were likely to select careers that involved mathematics, but that the focus on peer support, psychosocial issues such as self-confidence, and pedagogy helped the young women overcome gender barriers, as well as barriers of class, poverty, and race. In this article we provide some of the relevant quantitative statistics and relate the stories of two particular women through excerpts from interviews, student artefacts, and participant observation data. We selected these young women because they faced multiple barriers to success in Calculus I and might not have completed the course or taken additional mathematics courses without the support structures that were fundamental to the course. (Contains 3 tables.)