Employing a grounded theory approach, the purpose of this study was to qualitatively examine the influence of service-learning (SL) on undergraduate kinesiology students’ attitudes toward and experiences working with P–12 students with disabilities. Fourteen (9 female, 5 male) kinesiology students enrolled in an adapted physical education class participated in one of three focus group interviews regarding their experiences of working with P–12 students with disabilities. All interview data were analyzed following procedures outlined by Strauss and Corbin (1998). The following five themes represent the participants’ experiences and attitudes toward P–12 students with disabilities after their involvement in a SL project: (a) initial reactions, (b) selection of P–12 students, (c) preconceived attitudes, (d) the benefits of SL, and (e) positive experience. All 14 of the participants who volunteered to share their experiences indicated that the SL experience positively affected their attitudes toward individuals with disabilities.