An exploration of Project Transition, an outgrowth of the University Without Walls program for adult learners, is presented. The development on nontraditional educational thinking is recounted from a personal standpoint, including the realization that return to education in mid-life often signaled a larger decision to reshape personal identity, and that this group needed a supportive re-entry experience in order to learn successfully. Early seminars are surveyed, and the evolvement of Project Transition is detailed. Topics of seminars developed include: The Psychology of Adulthood, Values in Adult Experience, Perspectives on the Future, and Learning as Adults. The rationale for course topics and seminar setting is examined. Four phases of life in a learning community are identified. The first is engagement, the phase in which participants in a group first become acquainted with each other, the setting, and the task. The second is shared leadership, the phase in which the group members begin to share responsibility for what happens in the group. The third phase is involvement, as members have developed knowledge of their roles and move ahead to the task of learning together. The final phase is disengagement, the realization that the life of the group is ending. A Project Transition student questionnaire and participation graphic are appended. (PHR)