The developmental program at the Community College of Philadelphia (CCP) has a stable core of teachers who value independence rather than conformity and who seek to transform deeply anxious students into students who love learning. The instructors' goals of improving basic skills, fostering independent thinking, and promoting greater knowledge and understanding of the world in each class are integrated into the content and format of the courses. Basic skills are developed through context-embedded practice, text-based exercises, cognitively demanding exercises, and interesting and motivating content. Exercises and units have been created which integrate the processes of thinking, reading, and writing; which teach standard English usage through the study of the history of the English language; and which use drama and film to explore language attitudes. Other course goals revolve around experiential learning, involving students in acting out scenes from plays, attending professional theatrical performances, visiting museums, and reading aloud to children. These experiences are tied to the development of reading and writing skills, and at the same time are part of the intensive exploration of a theme. The three themes covered most extensively since 1984 have been Afro-American heritage, classics in Western European culture, and the diversity within Third World cultures. Classroom discussions become educational experiences valuable in themselves, but also as preparation for future learning. (LAL)