Service-learning is a pedagogical approach that higher education can use to promote civic engagement among students, but it has not fully realized its original civic purpose. Butin (2010) argues that to meet its civic mission, service-learning must move toward a more justice-oriented pedagogy that empowers stakeholders to bring about social change. To that end, we worked toward a more critical model of service-learning, first proposed by Mitchell (2008), that encourages a social change approach to service-learning. We propose that students' relationships with their professors, community partners, and peer mentors help facilitate this goal. We examined how these three types of relationship impacted students' civic engagement. Results demonstrated that each type of relationship had a different impact on students' developing civic engagement attitudes. This article discusses how such relationships can help achieve critical service-learning's goal of developing more participatory and transformational citizens. Service-learning represents an important pedagogical approach that higher education can use to promote civic engagement among students (Duncan & Kopperud, 2008). Civic engagement, defined by Thomas Ehrlich (2000), is using political and non-political means to engage with a community to make a positive difference in the quality of life for members of that community. Higher education is uniquely positioned to encourage civic engagement because it can provide students with a space to recognize injustice and inequality, to obtain skills to speak and act on unchallenged systems, and to gain intercultural competencies to promote public action (Musil, 2009). We propose that service-learning students' relationships with their professors, community partners, and peer mentors further develop their civic engagement attitudes. Research demonstrates a wide range of benefits of service-learning for students including significant gains in social skills, academic performance, personal insight, and cognitive development (Celio et al., 2011; Yorio & Feifei, 2012). These benefits in student outcomes reveal the positive impact of service-learning coursework on students' personal and professional development (Butin, 2010). Such glowing findings might mislead us into thinking service-learning has only positive outcomes. A significant number of theorists and researchers have