This thesis, by way of an investigation into the learning opportunities available in one town, will examine the learning society, as envisioned and designed by government, and its response to the needs of adults with mental health difficulties, a group who have been identified as being under-represented in adult learning. The contestable nature of the learning society, and the different discourses, which compete and overlap in policy and the literature, will be identified. The dominant discourse, the interpretation of the learning society which has most influence, will be shown to be concerned with the economy, the necessity for the United Kingdom to succeed in an increasingly competitive global marketplace and with increasing the skills of the nation. It will be argued that an over-reliance on this one interpretation will not encourage mental health service users to participate in learning despite the government's drive to increase and widen participation. A combination of research methods has been used, including a postal survey, informal interviews and participant observation, to examine mainstream learning provision and to provide evidence of an alternative form of learning in a non- traditional environment, through participation in Surge, a mental health service user group. The lack of understanding within, and the inadequate response of, adult learning providers to the needs of adults with mental health difficulties will be highlighted, it will be concluded that the learning that occurs in Surge is more appropriate and relevant than that offered by mainstream learning providers. Informal learning, which directly relates to participants' lived experiences, can enable people to overcome disempowerment and exclusion and develop a distinctive discourse. It will be argued that, if the learning society is to be truly inclusive, then the discourse of lifelong learning should be widened to encompass more varied forms of learning, such as that described in this thesis