Background: Simulation has become an established feature of nurse education yet little is understood about the mechanisms that lead to learning. Objectives: To explore the attributes of simulation-based education that enable student learning in undergraduate nurse education. Methods and Participants: Final year students drawn from one UK University (n = 46) participated in a grounded theory study. First, nonparticipant observation and video recording of student activity was undertaken. Following initial analysis, recordings and observations were deconstructed during focus group interviews that enabled both the researcher and participants to unpack meaning. Lastly emergent findings were verified with final year students drawn from a second UK University (n = 6). Results: A staged approach to learning emerged from engagement in simulation. This began with initial hesitation as students moved through nonlinear stages to making connections and thinking like a nurse. Core findings suggest that simulation enables curiosity and intellect (main concern) through doing (core category) and interaction with others identified as social collaboration (category). Summary and Conclusion: This study offers a theoretical basis for understanding simulation-based education and integration of strategies that maximise the potential for learning. Additionally it offers direction for further research, particularly with regards to how the application of theory to practice is accelerated through learning by doing and working collaboratively.