||Low-income, first-generation, and underrepresented undergraduates often have tense relationships with institutions of higher education. They enter college after squeezing through an academic pipeline that has weeded out many of their peers. If they persist into higher education, students must learn to be comfortable in classrooms and academic spaces that do not, as a general rule, welcome their perspectives or their bodies. Instead, they are required to learn how to negotiate mainstream curricula and bureaucratic processes that deny their ways of knowing and cultural foundations. Mentors are often vital to this process. Traditional concepts of mentoring do not recognize the deep and abiding tensions that underrepresented students might feel in the university. Neither do they encompass the problematic context; of higher education itself, which can present a mine field of obstacles and threats to underrepresented students who confront the status quo with new ideas. Higher education is at odds with itself: academic discovery thrives on challenging received wisdom with new perspectives. Yet, the system rewards those students and researchers who are best assimilated into its norms and expectations. To do otherwise risks remaining on the margins of one's chosen academic discourse. A mentor's tasks, as well as her relationship with the student, are deeply complicated by several factors, especially when mentorship occurs across differences of race, class, gender, sexuality and/or ability. Among the concerns that might trouble a mentor's relationship with a protégé1 are: the student's personal experiences of educational barriers and negative academic interactions; the exclusionary history of higher education that is alive in an institution's campus climate; the mentor's unexamined academic and social expectations regarding her field of inquiry and her own socialization into the field; and the mentor's assumptions about underrepresented or first-generation students and relationships with them. Negotiating this terrain can be extremely difficult for the mentor and risky for the protégé. In an effort to find a way through the tangles of mentor/ protégé relationships across difference, this work braids together history, sociology, and philosophy of education to reconceptualize mentorship through a Lévinasian theory of relations.