Description: The paper considers the extent to which Bourdieu's understanding of the reproductive forces in the relationship between social class and education can be tested by contemporary patterns of working class participation in Higher Education in Scotland. By analysing life histories of mature working-class students the paper explores the structural, cultural and psychological forces that shape and reshape the habitus (including the attitude to education) over the lifecourse. By selecting men who have 'chosen' traditional universities (whereas most working-class students 'choose' post-1992 universities) the paper offers a relatively unexplored perspective on the relationship between social class and forms of 'academic' knowledge that are seen to reside in traditional universities. Methodology: The research used in-depth semi-structured individual life-history interviews with 21 men who were full time students in two of Scotland's ancient universities. The men had responded to posters searching for first-generation university entrants over the age of 27, placed on noticeboards around the campuses. Interviews were audio-taped, transcribed in full and analysed using a grounded theory approach. Conclusions: The research revealed a dynamic relationship between masculinities/social class and education traced from school to university. School: Contra Willis (1977), school educational failure was revealed as highly complex and not driven by simple rejection in most cases. Indeed university remained a latent ambition for quite a few men since school. The influence of religious communities may be important here and/or the intellectual history of the scottish working classes. Nine men were not born in Scotland. For some men, and in common with other social-class/education research (eg Archer et al 2003, Reay 2001) the notion of university never entered their horizons at that time, and students were a target of derision. University: From within the diversity of individual lives, a few patterns may be tentatively suggested regarding the ways in which academic knowledge (for its own sake, for self-fulfilment) came to be a consideration for men of working-class origins. Contemplations of university occur in the context of i. loss of traditional social roles/responsibilities (family life course, separation, ill health), ii. familiarisation with graduate community (through part-time and voluntary employment, successful former school friends, unemployment) iii. intimate relationships (graduate partners and their families). The fact that other universities were available in both cities is important, offering dimensions of choice not seen in other research (op cit). This research reveals status ('academic snobbery'), local pride and the historical embeddedness of the institution as important factors. Academic and/or cultural insecurity rarely features in the men's decisions. The mens student reflections reveal contrasting views of the value of the academic knowledge (and of those who claim to 'possess' it) they have encountered. There is much appreciation of higher level thinking encountered at university, but also critiques. Some see abstract theorising as a smokescreen for outdated knowledge and professorial incompetence. Where a consumerist discourse occurs, this is mostly demanding change in the nature of the service delivery rather than the intellectual content of the courses. It is suggested that all of these findings offer significant space to re-consider many of Bourdieu's assumptions about education and social-class reproduction. This is important given the expansion of higher education in the UK and within Europe.