The Chinese Communist Party has invoked the Faure report as part of a large-scale learning initiative involving 61 cities and numerous streets, neighbourhoods and villages. By embracing western ideas and infusing them with Chinese characteristics, the Central School of the Communist Party has embarked on what looks increasingly like the 5th modernization. At a 2004 Jiangxi conference for high communist officials, the authors were asked for advice about how to build a learning village. This article is part of the answer. Shuang Yu--a successful learning village--is a triumph of imagination at the intersection of tradition and modernity. It is remote, poor and sits at the confluence of two polluted rivers. This analysis of Shuang Yu is informed by anarchist-utopianism and explores the vertical and horizontal dimensions of the learning village. As the Shuang Yu project entered the fourth year, there was a worrying need to professionalize, hire staff, lessen anxiety around sensitive issues (e.g. gender, HIV, pollution), supplement "social" learning with "work" learning and keep the Communist Party onside. (Contains 1 figure.)