This article considers the decline of the adult school movement, one of the largest voluntary movements in the history of adult education, and critically examines some of the reasons that have been used to explain it. It explores a number of features of the decline, using records of selected adult schools and adult school unions, and discussing variations by region and gender. The article argues that adult schools pursued a strategy of 'resistance' to secularisation, and that they increasingly concentrated on their core religious activities rather than attempting to compete with secular adult education providers. As a result, whereas the late nineteenth and early twentieth century had seen a rapid turnover of adult scholars, by the 1930s they were increasingly restricted to a committed core of members, dominated by older men and, especially, women. Reasons for the decline include the availability of alternative leisure pursuits, a lack of unity within the movement, and the association of the adult schools with unfashionable styles of Victorian philanthropy