The essence of non-formal learning in midwifery practice has not been previously explored. This paper provides an in-depth analysis of the language of a sample of student midwives' descriptions of their practice learning in a range of clinical settings. The students submitted audio-diaries as part of a national study (Pope, R., Graham. L., Finnerty. G., Magnusson, C. 2003. An investigation of the preparation and assessment for midwifery practice within a range of settings. Project Report. University of Surrey). Participants detailed their learning activities and support obtained whilst working with their named mentors for approximately 10 days or shifts. The rich audio-diary data have been analysed using Discourse Analysis. A typology of non-formal learning (Eraut, M. 2000. Non-formal learning and implicit knowledge in professional work. British Journal of Educational Psychology 70, 113-136) has been used to provide a framework for the analysis. Non-formal learning is defined as any learning which does not take place within a formally organised learning programme (Eraut, M. 2000. Non-formal learning and implicit knowledge in professional work. British Journal of Educational Psychology 70, 113-136). Findings indicate that fear and ambiguity hindered students' learning. Recommendations include the protection of time by mentors within the clinical curriculum to guide and supervise students in both formal and non-formal elements of midwifery practice. This paper will explore the implications of the findings for practice-based education.