In this article, I discuss how the context of children's classroom activities and the quality of their participation and agency are key to learning around values. These pedagogical approaches lie in a socio-cultural theoretical framework which I use to show how "empowered" participation in classrooms and in enquiry activities in curriculum areas is bound up with learning democratic values. Focusing on humanities subjects, I show how such values-based democratic pedagogical approaches in these areas of the curriculum (along with others) can be transformative, promoting values education, personal agency and social change.