This paper sets out to explore the relationship between popular education and the changing South African political landscape through case study research of the Victoria Mxenge Housing Development Association. The research took place over an extended period of time from 1992-2003 and discusses how popular education was advocated by the South African Homeless People's Federation and its parent NGO (People's Dialogue); how it was implemented, how an increasing disjuncture between teaching and learning occurred, and how pedagogy was shaped by both political and personal factors. The paper discusses the interactions between social movements and NGOs and the limitations of social movements and popular education. It argues for a more nuanced conceptual understanding of learning in social movements within development contexts. (Contains 7 notes.)