This article offers a critical analysis of discourses and power structures and the ways they operate in two instructors’ adult education and ESOL classrooms. The instructors defined learner experience in specific ways and subsequently used those definitions and drew on their learners’ experiences to define their curricula and pedagogy. They conceptualized learner experiences in ways that potentially empowered or emancipated learners from existing power structures. The data presented are part of a two‐year study of different lifelong learning and adult education contexts in the north‐eastern and mid‐western USA. Data sources included survey, interview, artifact collection, and observation methods. Data analysis was guided by a sociocultural theory of literacy development (The New London Group 1996, Gee 1996, 2003, Barton and Hamilton 1998), Holland et al.'s (1998) theories of figured worlds and identity development, Bakhtin’s (1963, 1975, 1979, 1986) theory of dialogism, and Foucault’s (1963, 1980) conceptualization of power. One instructor offered her learners a chance to empower themselves, that is, to find gratification by learning to appropriate mainstream ways of acting, thinking, believing, and using text. The discourse that promotes such instructional efforts is predominant in lifelong learning and adult education. In this discourse, referred to at the outset as one of coherence, learner experience, as a resource for language and literacy development, is essentialized as dispositional, meaning that correct or proper attitudes and beliefs are necessary for empowerment. The other instructor practised a reverse discourse, or what Gee (1996) referred to as a liberatory literacy. She positioned learners to critique the Discourses they encountered, including those they participated in, as movement toward emancipation, toward communicative competence or a critical stance in the world. In effect, learners reversed the panoptic framework and turned the gaze back upon existing power structures. In this case, learner experience was valued for the experiential positioning it offered learners.