Currently, a relatively small number of studies have employed qualitative methods to rigorously examine the experiences of health care professionals enrolled in mindfulness-based stress reduction (MBSR). This study developed a working model of how participants may experience change during an adapted MBSR program for health care professionals. The model derived from the data demonstrated that participants echoed themes similar to those described by clinical populations engaged in MBSR, such as the salience of the group experience and support, discovery of acceptance as well as the realization that some degree of frustration and/or distress is part of learning and establishing a mindfulness practice. Unique themes highlighted included becoming aware of perfectionism, the automaticity of “other focus” and the “helping or fixing mode”. Findings illustrated the nuanced change processes undertaken by participants and the implications such change held across professional and personal domains.