Introduction: There is little known about the learning that is undertaken by physicians who graduate from a World Health Organization-listed medical school outside Canada and who migrate to Canada to practice. What do physicians learn and what resources do they access in adapting to practice in Alberta, a province of Canada? Methods: Telephone interviews with a theoretical sample of 19 IMG physicians were analyzed using a grounded theory constant comparative approach to develop categories, central themes, and a descriptive model. Results: The physicians described two types of learning: learning associated with studying for Canadian examinations required to remain and practice in the province and learning that was required to succeed at clinical work in a new setting. This second type of learning included regulations and systems, patient expectations, new disease profiles, new medications, new diagnostic procedures, and managing the referral process. The physicians "settled" into their new setting with the help of colleagues; the Internet, personal digital assistants (PDAs), and computers; reading; and continuing medical education programs. Patients both stimulated learning and were a resource for learning. Discussion: Settling into Alberta, Canada, physicians accommodated and adjusted to their settings with learning activities related to the clinical problems and situations that presented themselves. Collegial support in host communities appeared to be a critical dimension in how well physicians adjusted. The results suggest that mentoring programs may be a way of facilitating settlement. (Contains 1 table.)