This paper examines the moral significance of guilt in the context of how students confront the suffering of another. Within social-justice education, such confrontations are often staged in pedagogical efforts to encourage students to assume social responsibility. Frequently, however, the guilt that students claim to endure as a result of these pedagogical encounters is not perceived to be of much ethical import. By exploring the psychoanalytic wor kof Melanie Klein and the ethical philosophy of Emmanuel Levinas, this essay argues that guilt arises out of our susceptibility to another's pain and that it plays a crucial role both in `making reparation' 'Klein) and in the very formation of responsibility itself 'Levinas).