The experiences of the 12-woman Boston Women's Health Book Collective was examined in a case study that focused on the collective's activities from its formation in 1969 through its publication of the book "Our Bodies, Ourselves" in 1973 and its opening of a women's clinic in downtown Boston that is still in operation today. The case study draws parallels between the principles of critical pedagogy that are evident in the women's design of and participation in education and Paulo Freire's principles of critical pedagogy and his efforts in the Brazilian literacy campaign and culture circles during the 1960s. The case study documents how learning content and the learning process were completely interwoven with one another in both the Brazilian culture circles and the Boston collective's education. In both cases, learners adopted an increasingly critical view toward their cultures while creating a radically democratic climate for learning that was simultaneously communicative, humble, and loving. By illustrating how conscientization, which is defined as moving out of adaptation into integration, enabled the culture circle and collective members to develop confidence in their abilities to think, learn, and enter into dialogue with one another and with society at large, the case study provided evidence of popular education's transformative potential. (MN)