Service-Learning is a rapidly growing teaching innovation. Despite the proliferation of service-learning research, little has focused on the teacher, particularly the personal dimension involved in implementing such an innovation. The purpose of this study was to explore teachers' concerns regarding service-learning using the seven developmental Stages of Concern from the Concerns Based Adoption Model as a framework. Eleven teachers are profiled using the Stages of Concern Questionnaire (SoCQ) and interview analysis. Service-learning advocates, K-12 educators, and school administrators should find the Stages of Concern a useful model for examining, predicting, and addressing the concerns of teachers engaged in service-learning.