We explored responsiveness to women’s and gender studies (WGS) in a large sample of students (519 women and 143 men) enrolled in one of 48 WGS classes offered at one of six colleges in a large Midwestern urban area. Our results revealed that, as a group, students felt far more empowered by their classes than distressed or angry, developed positive relationships with their WGS teachers and fellow students, and changed during their classes toward greater awareness of sexism. Women began their classes with greater awareness of sexism and openness to diversity in gender roles than men, but men showed as much change toward feminist attitudes as did women by the end of the semester-long classes. Although women reported more positive classroom relationships and greater feelings of empowerment from their WGS experience than men, men were not more distressed or angry about their classes. African Americans had greater awareness of sexism than Asian Americans or Euro-Americans as they began their classes, but the latter groups had caught up to the African Americans by the end of class. Asian Americans were less open to gender diversity than Euro-Americans and African Americans, but Euro-American, Asian American, and African American students changed equally over time on this dimension. Students who began their classes with more feminist attitudes experienced by the end of class more feelings of empowerment and, when ceiling effects were minimized, showed more change toward awareness of sexism and flexibility in gender roles than students who began with less feminist attitudes. The development of positive classroom relationships served as a medium through which these changes came about. Pedagogical and research implications of the findings are discussed.