The literature shows that an active exploration of difference between university- and school-based perspectives can provide important opportunities for student teacher learning in initial teacher education. This paper presents a study that looks at the learning opportunities presented to student teachers as they talk about teaching and learning with their school-based mentor and part-time university-based tutor on a distance education course in initial teacher education in the UK. The study adopts an activity theoretical approach complemented by a broader social learning theory perspective. Content analysis is used in four separate cases to examine and report on conversations that centre around one taught lesson. The study reveals understandings about the way that learning opportunities are presented to student teachers and argues that it can be enhanced by looking at student teacher learning systemically, with a focus on dissonant perspectives. (Contains 1 table and 2 figures.)