In this article the authors report on a university learning community that they designed and team taught on learning, culture, and power. The authors use it as a case to investigate the question: Can the unequal power dynamic of the university classroom be productively transformed to create a democratic learning experience that fosters learning and agency? The authors analyze student engagement, stimulated by Sleeter's interactive e-book, "Culture Difference & Power" and participatory action research projects that led to power shifts and agency. Within a theoretical context, they examine the tensions that underlie power, democracy, and agency in the classroom and highlight approaches for reconstituting roles, discourse, and action.