This article describes the development of a model of nursing students as evolving registered nurses (RNs). It aims to generate critical debate about innovations in nursing teaching and learning. The model is the outcome of research conducted with undergraduate nursing students (n=111) from Flinders University, Adelaide, South Australia. It identifies the positive and negative intrinsic and extrinsic factors that impact on nursing students’ clinical learning development and progression from students to proficient novice RNs. This model has implications for future curriculum development, staff development, placement approaches and research in relation to clinical teaching and learning.