The aim of this study is to investigate learners' transforming participation as they enter and engage in a learning community. To do this, we investigated the micro-development of two students' learning and collaborative practices in the context of a unique learning community that was fostered within a graduate level course. Interpretations of the data, which were reviewed by the researchers and triangulated by a group of expert and novice peers, led us to suggest three dimensions of transforming participation that is based on a group psychotherapy framework: (a) the social microcosm--examining one's learning and collaboration practices in the LC in comparison with one's everyday life; (b) developing the motivation to change based on dissatisfaction or a desire to grow; and (c) making incremental changes to practices in a socio-cultural context. We discuss the intricacies and implications of this framework for future research on learning communities.