The Commonwealth government provides fee exemption for any Australian who undertakes a PhD. This policy is presumably based on the "clever country" assumption that an educated population will develop and contribute to social and economic capital. Enrolment numbers therefore continue to increase, and a PhD is no longer an elite qualification. In addition, the characteristics and demographics of PhD students are changing. In the School of Education, University of South Australia, a significant number of PhD students are not early career researchers or recent honours graduates, but mid-to-late-career education practitioners and retirees, and the majority are women. These mature-age and third-age candidates are undertaking doctoral research not to launch their career, but in most cases to reflect on it, with many experiencing transformative learning in the process. In this paper I will explore why people undertake a PhD later in life, what the learning process is like for them, what the outcomes are, and the benefits to society. (Contains 1 figure.)