This article discusses changes in beliefs about knowledge reported by 36 women studying English Literature/Culture Studies in preparation for entry to Higher Education. These changes were identified through a qualitative study established to examine shifts in values and beliefs resulting from textual study and analysis. Data were collected through participant observation, structured and unstructured interviews and from students' learning journals. Data analysis revealed that students developed progressively more complex beliefs about knowledge as a result of close engagement with texts, as a consequence of considering texts as socially and historically situated and as a result of considering issues of authorial intention, intertextuality and the referential properties of language. This article argues that the development of the kinds of critical thinking skills and sophisticated models of knowledge needed to engage in effective lifelong education can be promoted through literary study.