This paper presents a contextualised model of internal and external factors affecting student learning. It suggests that a two-way process of change and development is required if non-traditional entrants are to enjoy a successful experience of higher education. This process involves students, for whom HE is an alien environment, in negotiating a series of stages, or "transformations" regarding: their entitlement to participate in HE; their disposition towards the course; their approach to theory-practice; and their attitude to becoming a "professional". For its part the university must accept that the implications of offering access to non-traditional students does not end, but rather begins, at the point of entry. This means providing sustained support to students throughout the course in relation to the external and internal factors that affect the learning process. It is suggested that our findings will provide some useful insights for an international audience in HE, and other formal learning situations, wishing to adopt more inclusive policies and will alert them to the problems and possibilities that this raises.