This paper is an analysis of racial politics in a women's studies course. As instructors of a course entitled "Women of Color," we experienced much resistance from students about the de-centering of whiteness in the curriculum. In this article, we use Frankenberg's (1993) concepts of whiteness, power evasiveness, and race consciousness to theorize the origins of and solutions to this resistance. Further, we describe how ideologies of colorblindness frame the discourse on race for most students, and how this limits their ability to move from a racial discourse of "diversity" to one of "difference." We also offer suggestions about addressing this type of student resistance in the future.