This chapter draws on our experience as adult basic educators to reflect on learning in communities of practice. We discuss the issues of marginality, peripherality, legitimacy, boundaries and identity encountered in our attempts to foster communities of practice in a series of innovative adult literacy and numeracy courses using information and communication technologies (ICT). In order to frame the concerns that underpin this discussion, the chapter begins with a brief overview of the recent history of adult basic education (ABE) in Britain and introduces the setting within which the courses have been developed, an ABE Open Learning Centre in the valleys of post-industrial south Wales. We describe how, in 1997, the installation of a network of computers with Internet access at the centre highlighted problems with existing procedures, training and resources, necessitating a search for new ways to integrate ICT into teaching and learning practice. In collaboration with staff, learners and volunteers, we gradually developed an approach based on fostering communities of technology-based practice through pair and group work on digital media projects. While this approach has brought many positive outcomes, and is now integral to most technology-based provision at the centre, we have also discovered contradictions between the way participation and learning are played out in communities of practice and the fundamental aims and concerns of ABE. The closing sections of the chapter reflect on those contradictions, which are now encouraging us to seek ways of moving beyond the communities of practice approach in ABE.