The stated UK Government policy on Higher Education is to attract increasing numbers of non-traditional applicants to Higher Education. Mature students are positioned as key within this policy initiative. However, the statistics suggest that recent policy changes have made it more rather than less difficult for non-traditional students to attend university. This paper explores some of the sociological and psychological processes which make working-class transitions to higher education problematic by focusing on the narratives of 23 mature students attending an inner London Further Education college. It is argued that class, although mediated by gender and ethnicity, always counts in the transition process. Also, within the working-classes there are different class fractions with differing priorities in relation to risk, challenge and fitting in. These solidarist and individualist fractions within the working-classes result in differing priorities, attitudes and actions in relation to the higher education choice process.