Abstract: This research contributes to social science theory about uses of education in social movements, addressing a theoretical gap regarding strengthening existing social movements. Using a theoretical framework that recognizes the role of schooling in reproducing oppressive society, I examine popular educational processes as a tool to change society, focusing on how education might help a social movement to persist and also to strengthen under conditions of change. My theoretical framework includes critical social theory, critical pedagogy and literature on social movements, race, colonialism, and social transformation. Social movements can be strengthened by increasing amount and quality of participation; both can be improved through popular education processes. Such education is the process of acquiring information, being exposed to and understanding new ideas, being able to critically evaluate information, events or experiences with respect to historical conditions and structural forces, and learning the tools to learn. It also includes processes that make re-evaluation of new situations possible. Processes of re-evaluation strengthen social movements by creating possibilities for effective responses to larger social forces. This study is a participant observation ethnography of uses of popular education in strengthening an urban social movement concerning land use: the Mission Anti-displacement Coalition (MAC). This small geographic urban community was impacted not only by the City of San Francisco, but also by larger global forces and historical processes of colonization. MAC addressed these impacts through educational processes to strengthen itself as a social movement by improving the quality of participation. I assessed quality of participation as: more and better engagement; increased effectiveness of movement organization or structure; increased understanding of current problems; and increased policy and strategy effectiveness. This study showed that history is crucial to understanding current conditions of a local community. Organizers in MAC saw the role of social movements as transforming not just reforming society, and education helped achieve this goal. Listening was a significant popular educational process that helped strengthen social movements resulting in consciousness raising and healing from oppression. Eliminating racism was central to the MAC's work in transforming society, and was advanced by the popular educational listening practices.