This article tracks the history of the Victoria Mxenge Housing Project (1994-2013), from its start as a development organisation to its evolution into a social movement, then as a service provider and currently as an independent organisation. I discuss these developments against the political context in which there is rapid urbanisation in a country with a history of violent land dispossession. Post-apartheid, the state has built many houses, provided sanitation and electricity to thousands of poor people but it did not live up to the promises presented in the South African Constitution that was mapped out in 1994. Against this background, the article tells the story of poor, homeless African women in the Victoria Mxenge Project (VM), an affiliate of the South African Homeless People’s Federation linked to International social movements such as Indian Slum dwellers International. The women, through a process of learning, acquired the skills to save, secure land, build more than 5000 houses and become leaders of a housing social movement which later became a service provider to the state. It describes the choices they faced in an ever-changing social movement caught up in a struggle to mobilise for land and housing. This story further explores the creative and critical role that radical adult education played in a development context. It illustrates how South African poor citizens learned through social activism and community development. It explores the current context in which the housing movement has become fractured and more radical organisations enter the struggle, Finally, it discusses the different and more complex interactions between social movements, NGOs and the state and how knowledge is produced in informal sites which can lead to social transformation.