This article considers the ways in which educators and learning societies in Zambia and Zimbabwe have had to struggle to create independent, democratic and critical curricula in difficult circumstances over the last 50 years in the context of historical shifts in power, a declining British Empire and the re-emergence of reactionary forces at a time when democracy is in retreat. It is argued that democratic learning societies depend on relationships with progressive social movements which most non-governmental organizations (NGOs), and their allies in lifelong education, claiming to constitute civil society do not represent. In Zambia the labour movement and its educational programmes have had to contend with the brutal application of neo-liberalism and imposed structural adjustment programmes. These latter were also imposed in Zimbabwe and in both countries resulted in the decimation of public education and health programmes, appalling human suffering and unemployment, all exacerbated the by the HIV/AIDS pandemic. The issues of land reform in Zimbabwe, its suspension from and quitting the Commonwealth, the demonization of President Mugabe, and the recent March 2005 election victory for Zanu-PF are analysed. The courage and dedication of so many educators in both countries are overwhelming but the article concludes that the learning society, rich culture, knowledge base and intellectual potential may be in danger from poverty, unemployment, exploitation and disease.