The Bard College Clemente Course in the Humanities (Clemente) has little in common with the market-driven ideology that undergirds most adult learning today. Instead, it is built on the belief that liberal education can offer adult students the possibility of personal change by fostering critical reflection. Across 31 courses in the US and Puerto Rico, Clemente provides economically and socially marginalized adults a free, yearlong, college-credit bearing course in the humanities. This project examines students’ experiences in the course and seeks to answer two main questions: (1) How do students change or develop, if at all, through their participation in Clemente? (2) What is the relationship, if any, between students’ course participation and their engagement as citizens and, where applicable, as parents?,Data for this two-year ethnography were gathered through: (1) approximately 400 hours of participant observation of two course sites in the midwest and northeast US; (2) interviews with students, graduates, and staff at those sites; (3) interviews with students, graduates, and staff at other US course sites; and (4) publically available secondary data such as course websites, alumni Facebook pages, and student newsletters. In total, 150 interviews (including follow-ups) were conducted with 76 students and 40 staff members. ,Four primary themes emerged from students’ experiences in the course: (1) an appreciation for the humanities; (2) personal growth and communal bonding; (3) a sense of self-as-democratic-citizen; and (4) more deeply engaged parenting. Students came to see value in the humanities and found a social and intellectual community where they felt valued and heard. Students reported that the humanities curriculum, coupled with instructors’ Socratic, problem-posing instruction, helped them to think more critically, feel more confident, exercise more control of their lives, and engage in the economic and political aspects of their communities. Student-parents reported feeling like role models and indicated that the course helped them to engage more meaningfully with their children. This study adds to our knowledge of how to better engage disenfranchised adults as democratic citizens and parents and demonstrates how rigorous educational opportunity – not remedial or compensatory programs – can spur personal growth and transformation.