As the numbers of working-class students at university grow, we need to gain a better understanding of the different ways in which they consolidate their working-class habitus with the middle-class culture of the academic field. Drawing on data from a four-year longitudinal, qualitative study of working-class students at a large, research-intensive Canadian university, I focus on the experiences of those participants who fully embraced, became integrated, and achieved academic success at university. They not only spoke about gaining new knowledge, but also about growing personally, changing their outlooks on life, growing their repertoire of cultural capital, and developing new dispositions and tastes about a range of issues, from food to politics and their future careers. Yet, the interviews also reflect a complex and complicated mix of allegiances to and dismissal of their working-class roots, as many recognize this transformative process as having made relationships with parents or former friends and peers more difficult. The article concludes with a discussion of the implications for working-class students who increasingly distance themselves from the class culture in which they grew up, but who are still likely to find themselves in adult situations in which they are perceived as cultural outsiders.