This chapter presents a powerful case for the transformative potential of service-learning initiatives in prisons. It shows how undergraduate and graduate service-learning projects provide important learning opportunities to imprisoned students in Michigan, and also transform the perspectives of the free students who participate in the projects. Prison activism, in conjunction with strong educational initiatives that foster deep understanding of how economics, race, and class interact to produce the prison-industrial complex (PIC), holds great promise for achieving long-term policy and institutional changes in national, state, and local communities. The chapter argues that activism, by itself, presumes the existence of an audience that is rational, compassionate, informed, and capable of developing an enlarged understanding of the systemic forces that produce and sustain the PIC.