Several workshops presented at the 2005 Lilly Conference on College Teaching in Oxford, Ohio, provided the inspiration for redesigning the clinical post conference for a foundational nursing course. Given the complexity and acuity of patient conditions today, fostering critical thinking in student nurses is central to quality patient care. The author describes how active-learning strategies within clinical groups can restructure traditional instructor-led post conferences to encourage students' engagement and reflection on critical-thinking processes. The author introduces a user friendly, applicable developmental model that incorporates epistemic cognition as well as a peer interactive design for fostering critical-thinking activities during clinical experiences. (Contains 3 tables and 3 figures.)