This case study outlines the emergence of a large higher education partnership in a sub-region of Wales which has for many years been associated with a low skills stereotype involving unemployment, poverty and deprivation. It contextualises the difficulties and challenges of 2008--the time when the Universities Heads of the Valleys Institute (UHOVI) emerged as a viable programme for change with an ambition to recruit 1,663 local students by 2013. The case study reviews historical and contemporary developments, arguing that the people and places of the heads of the valleys cannot be written off or ghettoised; instead there is strength and potential through building lifelong learning communities that draw on economic, social and cultural practices. (Contains 1 table and 6 notes.)