Adult students 25 and older are a growing population at U.S. colleges and universities. Mathematics courses present a particular challenge for these students who may have less academic preparation than younger students and have experienced a significant time-lapse since their last formal mathematics instruction. This exploratory, qualitative study focuses on the experiences of two adult students in a mixed-age college mathematics course with particular emphasis on participation in classroom discussion and activities. Adult student participation in classroom discussions was enhanced by a strong motivation to be successful in the course, wanting to help classmates, and a disregard for the perceptions of classmates. Participation was hindered by not being familiar with the material, fear of appearing ignorant, and discomfort in the classroom.