Activists and scholars committed to lifelong learning for social justice and democratic citizenship have devised a framework for transforming higher education in the new South Africa. The author draws on this work, developed at the University of the Western Cape, to examine the extent to which her own institution is addressing the challenges it presents. The former context of apartheid has left a legacy where few black and poor people – particularly women – have had experience of higher education. To realize the potential of lifelong learning in an emancipatory narrative requires an awareness of issues for change for individuals and organizations. Ultimately, it involves challenging ideas and assumptions about identity, pedagogy, epistemology and power relations.