At the beginning of South Africa's democratic change, in 1994, the Victoria Mxenge Housing Project was founded by a group of 12 women who lived in shacks on the barren outskirts of Cape Town. These women had come from rural areas and were poor, vulnerable and semi-literate. Yet they learned how to build, negotiate with the government and NGOs, architects and building experts, and form alliances with homeless social movements locally and internationally, in India and Brazil. The desolate piece of land they occupied is now a thriving, sustainable community of more than 5 000 houses. Over a period of 10 years the author tracked the history of the Victoria Mxenge Housing Association, from its start as a development organisation to its evolution into a social movement and then as a service provider. The text weaves together perspectives on the usefulness as well as limitations of 'popular education', or informal learning.