The nursing profession has renewed its commitment to social and political mandates, resulting in increasing attention to issues pertaining to diversity, vulnerable populations, social determinants of health, advocacy and activism, and social justice in nursing curricula. Narratives from a qualitative study examining undergraduate nursing student learning in five innovative clinical settings (corrections, international, parish, rural, and aboriginal) resonate with these curricular emphases. Data were derived from focus groups and interviews with 65 undergraduate nursing students, clinical instructors, and RN mentors. Findings of this study reveal how students in innovative clinical placements bear witness to poverty, inequities, and marginalization (critical awareness), often resulting in dissonance and soul-searching (critical engagement), and a renewed commitment to social transformation (social change). These findings suggest the potential for transformative learning in these settings.