Popular education is a form of adult education that encourages learners to examine their lives critically and take action to change social conditions. Popular education's goal is to develop people's capacity for social change. Although it may assume diverse forms, popular education usually involves a cycle described as action/reflection/action or practice/theory/practice. Adult educators can facilitate the process by serving as democratic collaborators who ensure that learning, leadership, and self-direction occur in the group. Popular education often draws on popular culture (such as song, theater, dance, puppetry) to enhance communication among audiences, demonstrate respect for community values, enhance group spirit, and demystify the information conveyed. Because popular education is often seen as threatening to dominant institutions, popular educators face numerous challenges, including the following: demands or constraints of funding sources; perceptions of the role of facilitators; disconnection between program goals and participant objectives; and the perception that it is too radical or revolutionary. The literature includes several examples of how adult educators have overcome these challenges and helped facilitate social transformation. The examples demonstrate that, although individual popular education programs may appear to have failed in their immediate goals, they may represent steps in the slow, complex and cumulative process of social change. (Contains 12 references.) (MN)