Upon graduation from University Without Walls (UWW), Robin said, "During first semester you told us that if we allowed it to, this experience [writing a prior learning portfolio] would change us. I was so angry with you for saying that because I liked who I was and didn't want to change. But you were right. And I'm glad." For the past 39 years the centerpiece of UWW, the adult education program at the University of Massachusetts at Amherst, has been a prior experiential learning process. This process involves students' writing and critically reflecting on past professional and, in some instances, personal experiences and awards them academic credit for this learning. The outcomes can be transformative for the learner, facilitating the development of a new sense of confidence and ability to make new meanings of experience. This, in turn, spurs the learner to make changes inside as well as outside the self. (Contains 6 tables.)