This paper will adopt Yrjo Engestrom's (1999) expansive learning approach to analyze the situation of a woman, Marieanne, who emigrated to Australia as a child and who later, as a parent, became determined to take an active part in her children's education in order to avoid or ameliorate the repetition of her own negative experiences with mathematics. It will analyze her situation from the perspectives of knowledge interest groups, multi-voicedness, historicity, contradictions, and movement through her zone of proximal development in mathematics education. It will outline her personal development from an intensely shy child whose own education was curtailed for reasons of gender, through her overcoming the barrier of an almost overwhelming lack of confidence as an adult returning to study, to her ultimate success as a learner in her own right as well as a proud role-model for her children and their friends. At no point were Marieanne (or the women or their families in the course in this study) considered as "problems." Rather, the intention was simply to provide "a second chance" to women from a diverse range of circumstances. Engestrom's approach will enable the interrogation of a broad range of possible factors which have contributed to the situation of Marieanne and people like her. (Contains 16 references.) (Author/MM)