The following scenario may sound familiar to many who have entered a college classroom dealing with religious issues. As semester begins, new faces enter classroom, each brimming with potential. The instructor begins course with optimism and anticipation, looking forward to leading a new crop of explorers as they traverse treacherous waters of religious inquiry. As semester progresses, some students actively engage in newfound discoveries, eagerly investigating new ideas and alternative paradigms for understanding spiritual concepts. Others, however, are not so eager to continue; they seem to struggle with ideas that lie outside of their previous understanding. Still others have long forsaken journey, seemingly content to disengage questions and hold fast to their previous understandings. Throughout my 12 years of teaching undergraduate courses in religion, educational psychology, and research, I often witnessed this struggle. It leads me to question: What has happened here? Some students engage new ideas and openly evaluate their existing beliefs in light of new ideas, while other students walk away content to hold onto their previous conceptions. In conversations with faculty from various fields, I hear similar questions. This led me on a quest to understand experiences of learners in undergraduate religion classrooms who have had their beliefs challenged (Frye, 2007). The study's purpose was to examine impact of undergraduate university course environments where religious beliefs are presented, challenged, questioned, and sometimes debated. Eight adult students from various fields of study at a denominationally-affiliated university discussed their experiences in detailed interviews. The resulting interviews were analyzed using phenomenological methods (Thomas & Pollio, 2002). Referring to my own research on this phenomenon, I will (a) examine how religious instruction can occur in higher education settings, (b) provide ah overview of how powerful these encounters were for some of participants in this study, and (c) close with some recommendations for helping adult learners navigate treacherous waters of challenges to their beliefs. Models of Religious Education in College Classroom As a result of their research on religious experiences of American University students, Cherry, DeBerg, and Porterfield (2001) identified three models for teaching religion in academic settings. First is advocacy mode/where educators advocate for a particular religious tradition and actively encourage student spiritual formation from that tradition. On opposite end of spectrum is distanced objectivity model. Here, judgments are discouraged and goal is unbiased, objective study utilizing tools of modern science and literary criticism. A more moderating ground is empathetic analytical model. Here, professors show respect for religious traditions without advocating for one particular tradition. Professors utilizing this middle-ground model treat religion as an important and worthwhile human enterprise, while bringing the best critical scholarship to bear (p. 288). The participants in my research study attended classes taught in accord with empathetic analytical model. Questions are encouraged and current scholarship is employed as students critically engage religious texts in an environment of respectful inquiry. Elaine, a participant in her mid-50s, describes this type of encounter: Professors who I have come into contact with have been much more willing to entertain thoughts outside of what they believe than what I expected. I expected to go into classes and be told, you know 'this is what truth is--we don't care what your Mommy and Daddy said.' Because that was basically what I had been told in some more fundamental settings.... And I've not had a professor do that. …