This paper explores efforts by Denison University to shift its service-learning efforts from service based on a charity model toward service based on collaboration and community-based social change. The author describes the institution's process of adaptation and a series of service-learning courses that draw upon participatory action research, asset-based community development, and what Denison service-learning faculty call "place-based" service learning. Based on ethnographic data and reports from students' reflective journals from courses that have attempted to develop a partnership with a nearby community, the author outlines some of the challenges for faculty and institutions that are considering crossing-over from service learning based on charity to service learning for social justice. (Contains 2 tables and 2 footnotes.)