This paper reports on a Curriculum Innovation Project to empower third-year Undergraduate Medical students to recognise learning opportunities in their clinical placements and to proactively use them to develop their understanding and practice. The project created action learning sets (ALS) in response to the challenges students face when trying to engage in work-based learning. In particular, how changes to clinical working patterns affect student learning, principally their participation within clinical teams. Learning sets were conducted in 2 teaching hospitals, involving 20- year, 3 medical students over a 10-week period. The students met for one and a half to two hours each week and between meetings engaged in agreed activities and reflections. The project was independently evaluated using student interviews triangulated with facilitators' systematic reflections on the sessions and student written reflections. ALS were found to provide a valuable and atypical approach to support students through the transition from Academic to Clinical learning settings and lay the foundations for a lifelong learning practice. This included supporting students to ask effective questions, develop participation in practice, present and identify themselves as emergent professionals, reflect upon and manage critical incidents and engage in both self-directed and collaborative learning.