The author argues that a viable alternative to the market in higher education will have to grow from an understanding of knowledge production and higher education as a distinctive form of work, from the intellectual labour process itself. Modern intellectual labour involves complex forms of cooperation requiring trust and reciprocity; it involves both a critical and affirmative relationship with existing knowledge, so the process is cumulative and educative; and it is inherently unpredictable and open-ended, therefore in an important sense ungovernable. Shaping institutions to foster and support such labour (by students as well as staff) is not easy, but it is a task worth our intelligence and commitment.