There is a body of education scholarship in South Africa that captures the role played by social movements in democratising education in post-apartheid South Africa. However, this scholarship says little about how power dynamics affect learning and intellectual labour in social movements or social movement organisations. In addition, the issue of learning in social movements or social movement organisations is hardly explored in the South African social movement literature. This lack of focus on how activists, especially grassroots activists in working-class communities, learn and produce knowledge in social movements and organisations obscures the complexity of learning and knowledge production in activist settings. This article explores how activists, especially grassroots activists, learn in social movements. Based on secondary literature and interviews, the article advances two main arguments: First, learning in social movements and organisations takes place in non-formal and informal ways. Both these forms of learning take place inside and outside formal educational settings. And they both contribute to the empowerment and critical consciousness of activists in social movements and organisations. In addition, informal learning takes place inside and outside popular educational spaces. However, it is not inevitable that non-formal and informal forms of learning in activist settings will generate critical knowledge and activist practices that disrupt the status quo. Second, power relations based on "race", social class, gender, and sexuality, among other axes of social division, impact on how learning takes place in non-formal or popular contexts of education. This article seeks to understand how power relations shape the learning and knowledge production process in social movements and organisations.