In an effort to help basic skills students learn the skills they need to survive in college-level studies and remediate critical areas as quickly as possible, many community colleges have overlooked the value of other studies and the more general literacy that is essential to any education. By rushing to comply with students' utilitarian goals, the colleges may be disregarding the real needs of students to: (1) develop their ability to think; (2) share a common cultural literacy; (3) defend themselves against slanted information; and (4) understand the tradition and ways of thought that have shaped and still drive their culture. At the Maricopa Community Colleges, an effective, efficient basic skills program has been developed using a modified competency-based plan. All of the skills developed in the program feed into global competencies expected of students entering a college-level course. An additional component that would help these classes serve as the basis for ongoing success would be to make the humanities the content area for basic skills instruction. With humanities as the content, writing assignments can be designed to encourage students to explore new ideas and new perspectives; instruction in note taking, textbook analysis, and test taking can simultaneously introduce new interests and information; and thinking skills courses can make use of a limitless wealth of humanities content to challenge students to think. The incorporation of humanities content into basic skills courses will provide an involving, high interest context for any difficulty level, and inculcate students with the need for learning. (LAL)