Ten prisoners describe how their crime and incarceration challenged them to change in profound ways. Feelings of loss, guilt, shame, and despair accompanied their experience of being dehumanized by guards and rejected by former friends. The participants in this qualitative study coped with their despair primarily with social and emotional support, and a search for new meaning in life. They realized that coping with prison life was a matter of choice and involved taking responsibility for their own futures. Reported areas of growth include more insight into their own personal story, higher levels of self-worth, new found strengths, a more nuanced way of thinking, new relational skills, and a changed meaning in life.