In this paper we want to examine the construct of the Learning Society in its economic and social context in the UK. We will argue that the policy rhetoric which makes up the current discourse of the 'learning' society is both powerfully normative and unhelpfully reductionist and that it displaces and masks issues of inequality. The discourse of the Learning Society has conflated the achievement of increased levels of participation for 16- to 19-year-olds with the insertion of market mechanisms and relations and the assertion of self-interest. This has meant that issues of exclusion, polarization and social justice have been systematically neglected. The Learning Society provides, we suggest, for a redrawing and relegitimation of patterns of exclusion. In particular, in a time of social crisis, middle-class retrenchment (masked as familial duty) has re-asserted itself, in part, through a specific, particular engagement with the Learning Society in order to ensure advantage and distinction. As Connell (1996: 5) puts it, this 'is the point on which the politics of education markets mainly turns'. Thus, we believe it is critical to address the question, 'Whose Learning Society'? We shall attempt this through a preliminary examination of data collected from a cohort of 16-year-olds who are in the process of transition from statutory schooling into a post-16 education and training market (ETM), and deploy their 'emergent narratives' to problematize the normative simplicities of the Learning Society.