In this article, an ESL instructor reflects on her preconceptions of power and control in the classroom. In the community-based program described, learners determined not only when and where classes would take place, but also the aims, curriculum, and content of the program. The challenges of this setting required the instructor to redefine her role in the classroom. After pursuing a more thorough review of the literature, the author began to realize that she had come upon a model that is not new and is part of a well-established tradition of participatory learning.