In late 2003, the regional campus of the University of South Australia initiated a peer-mentoring program aimed at assisting the smooth transition of new students to university life. In particular, the Nursing and Rural Health unit envisaged a program that would be effective and rewarding for both student mentees and mentors. This paper presents an analysis of the peer-mentoring program initiated. It begins by discussing the concept of mentoring and the advantages and disadvantages of peer-mentoring programs in educational institutions. It then introduces the program, describes how it was conceptualised, implemented and strengthened and how the program developed into a unique "pop-up" model of mentoring that fitted the needs of mentees and mentors. The paper evaluates the experiences of mentees and mentors and concludes with some suggestions for improving the program, which others may learn from.