Understanding how students learn is a common goal for most educators; however pedagogical research in rehabilitation counselor education is limited. This study employed action research to investigate how six students learned beginning counseling skills in a rehabilitation counseling practicum class. Approximately 150 data points were analyzed by the principles of grounded theory. Core categories of "mutual engagement" and "comfortability" emerged from the data as phenomena that described how and what students learned. Findings are discussed with regard to pedagogy and future research.