In the United Kingdom, changes in the policy, funding and commissioning landscape for mental health and well-being are posing opportunities and challenges for adult community learning (ACL). Opportunities include increased recognition of, and funding for, the "wider benefits" of learning, whereas challenges include the risks of ACL provision becoming hijacked by a health and well-being agenda that compromises its primary educational purpose and values. This paper engages with these policy debates through reporting on a study of mental health ACL that employed the capabilities approach along with two other complementary areas of social theory--recognition theories and theories of capitals. Its aim was to explore the means through which ACL impacts mental health and to draw out implications for policy and practice. Findings from focus groups with adult learners and tele-discussions with ACL practitioners revealed three main means through which the provision helped generate interlinked mental health and educational capabilities: providing recognition, generating resources (capitals) and enhancing agency freedom. Elaborating these findings, the paper sets out an argument for interpretation of the mental health and well-being agenda in ACL in terms of a humanistic, liberatory pedagogy that encompasses feminist praxis and draws out policy implications across the areas of ACL and mental health.