It is now recognised that inclusive schools must recognise and respond to the needs of learners regardless of any difficulties they may have. Similarly, the South African Constitution (1996) requires education to be "transformed and democratised in accordance with the values of human dignity, equity, human rights and freedom, non-racism and non-sexism". Notions of transformative learning partly derive from critical social theory which was developed by thinkers and philosophers who were influenced by Marxist theory. Educational research which draws on this theory focuses on a discussion of the empowerment of students and the transformations which pupils and schools can undergo to become sites of "democratic and liberating learning". This article draws on research carried out in the UK to explore issues related to social inclusion and educational participation in the classroom. Premised on a socio-cultural view of learning which emphasises that communication between learners and teachers is a vital part of the educational process, this article argues that learners who do not have a voice in the classroom may be educationally disadvantaged. Systematic observations of teaching and learning situations supported by in-depth interviews with learners, their parents, their teachers and teaching assistants suggest that inclusion is related to: "appropriate pedagogies", "shared understanding between teachers and learners" and "a willingness to acknowledge and deal with the social and emotional aspects of learning". An examination of these issues suggests strategies which may contribute to the inclusion of other potentially disaffected and disenfranchised learners in the UK and beyond.