This study described and documented collaborative learning by students in two sections of a graduate education course at a large southern U.S. university. Ethnographic observations were made of the two groups, and participants were interviewed about their experiences in their respective groups. Analysis of field notes from ethnographic observations and interview transcripts revealed three categories of themes that described the process of collaborative learning: (1) group process; (2) learning process; and (3) group facilitation. The group process category contained the themes of cohesion, trust, respect, confusion, frustration, and conflict. The learning process category contained the themes of discourse, engagement, and questions, and the group facilitation category contained the themes of facilitator actions and participant as facilitator. Participants described their experiences in terms of the interaction of these themes. The findings show collaborative learning to be a multifaceted, complex process that can be understood in terms of knowledge construction, relationships, and participants' roles in facilitating their own and others' learning. (SLD)