What is the best approach to scaffolding graduate students to higher knowledge and a heightened awareness of their own pedagogy? This article addresses that key educational question by investigating and depicting one atypical scenario, a collaborative model between a university graduate Remedial Reading class and a local adult literacy coalition. The purpose of this study was to examine the phenomena of signifacnt learning gains that occurred for the graduate students. The co-researchers utilized hybrid discourse and grounded theory in order to gain a new perspective on a familiar situation, the learning process that occurs within a university classroom. The educational implications are: 1) adult education systems clearly need and benefit from the support of local university literacy departments and 2) graduate students reap great coginitive, pedagogical, and cultural learning gains due to the rigors of working outside of their comfort zone, delving into reflective practice, and having a support system.