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This study was undertaken in response to the need for research on alternative teaching and learning approaches in higher education. It focused on the experiences of 14 adult learners in a nontraditional classroom environment, as perceived by the learners themselves and by outside observers. The study also focused on a particular mode of classroom discourse, itself a promising new form of teaching and learning. It is about dialogue, a way that students and teachers can think together. Ethnographic and phenomenological techniques and outside observer ratings (from four graduate students) were used to collect and analyze data. Themes derived from interview results, field notes, and frequency counts based on observer's ratings described participants ' experiences with dialogue in a course designed to help participants ' experience with three types of teaching and learning, and outside observers rated participants ' use of selected types of questions. The results are consistent with studies in the area of dialogu