In the current study, I tested a gender-moderated process model to explain when members of one relatively privileged group are oriented toward collective action for the rights of a relatively disadvantaged group. My model integrated three factors—gender, collective guilt, and close cross-group friendships—to explain collective action. I expected that among women collective guilt would not directly increase collective action, but having more close friendships with members of a disadvantaged group, an other-focused experience, would override the self-focused experience of collective guilt, and redirect guilt toward collective action. I tested the predictions in the context of lesbian, gay, and bisexual (LGB) rights. The sample of 85 undergraduates who self-identified as straight was racially diverse and ranged from 17 to 41 years old. Participants reported collective guilt, the extent of close friendships with people who are LGB, and their willingness to engage in collective action for LGB rights. Among women who are straight, but not among straight men, close cross-group friendships mediated the relation between collective guilt and collective action. I discuss the moderating role of gender, implications for research, and limitations. I suggest that winning the hearts and minds of the relatively privileged in support of social change may require that activists and policy makers understand the psychological relationships those individuals have with the members of disadvantaged groups.