Like a lot of people, the author has been trying to get his mind around David Cameron's Big Society agenda, and what it means for his own institution, City Lit. There has already been a lot written about this subject, especially in the press, much of it reflecting a degree of scepticism. Where to start? The author thinks the Prime Minister tried to spell out his main themes in his February speech relaunching the idea. These boil down to three elements: (1) Why?; (2) What to do about it?; and (3) How? In this article, the author looks at each and contends that providers will need to work hard to demonstrate the wider benefits of all adult learning.