This study explores the experience of a number of adult literacy learners, in order to ascertain why they did not succeed in the learning system, although they had declared their intention to improve their literacy and made the very difficult first steps. Through listening to the stories of this, marginalised and frequently unheard, minority of Basic Education students, a number of factors have been noted which caused them to have difficulty in the interface between themselves and the education environment. It is argued that addressing these difficulties could sustain not just this cohort, but improve the experience of many adult education students. Long interviews were conducted and the information elicited analysed using grounded theory method, which ensured that the data gained illuminated the real-life concerns of the interviewees as they spoke about their lives and times in education and were absolutely grounded in their experience. The process of grounded theory was found to be both systematic and rigorous and at its end generated a theoretical framework, illustrating learners’ needs which, if integrated into ABE provision would make it easier for learners to persist. It was found that drop out of and isolation from education was caused where these learners did not feel that they belonged in Adult Basic Education, and this feeling of not belonging was caused by their inability to cope with situations which arose during the education process. It is suggested that the existing functional model of education , because of its rigidity, is not suitable for these learners and that a more caring, inclusive and communicative approach in adult education would ameliorate the situation. Where care is central to the learning experience, the learner is truly central with genuine equality between provider and receiver and recognition of the different roles of participants. The information generated will have value for providers in the design and delivery of programmes which are suitable for these, fragile, learners, but will require the political will to respect and value this voiceless minority.