This paper discusses some of the ways in which "low participation" in a Central American adult literacy project, often attributed by planners to "barriers" to or "lack of motivation" for literacy, revealed through ethnographic fieldwork a complex story of resistance and co-option. People engaged with literacy and the discourses around it as part of their livelihood strategies and aspirations, in ways that often went unrecognized by planners and implementers. The discourse of "literacy as power" is critiqued by the voices of adults in this context.