In our experience implementing and assessing liberative pedagogies in an engineering thermodynamics course at Smith College, a clear dynamic of student resistance is emerging. In presenting some preliminary data from the first three years of a five-year project, I hope to work through the following questions with the group: What are the causes, forms, and focal elements of resistance? What role does resistance play in the learning process? What can Foucault’s theory of resistance, developmental theories of critical thinking and reflective judgment, approaches to learning theory, and the literature on liberative pedagogies itself tell us about how to interpret these acts of resistance? Is resistance specific to the techniques of liberative pedagogies, or is it common among learner-centered approaches? Is there an identifiable point at which resistance clearly becomes “productive”? What should educators do in the face of resistance do to make sure resistance is tapped as a creative force?