This article outlines the development of a beginner English course called 'Speak Out' for
adults in Adult Basic Education and Training classes in the early 1990s. The course uses an
innovative roleplay methodology which builds on the experiences and language knowledge of the adult learners. It was conceptualised and developed within a participatory approach to
adult learning and materials development. The article explores the tension between the ideals of the participatory approach and the constraints exerted by contextual and other factors. The article begins with an introduction of the context within which the materials
were conceptualised, then offers a brief overview' of the participatory approach, and then
considers the following aspects of the 'Speak Out' course; the language learning
methodology, issues of teacher competence and development, and lastly, the materials
development process itself.