In health and social care, assistive staff and care workers – a group referred to as the paraprofessional workforce - have been in the eye of what Thornley (2000) refers to as a ‘quiet revolution.’ This group are not only growing in number but are extending their roles into work traditionally held by professional groups, genericising by incorporating skill sets from across different groups or working in increasingly intensified ways. The drivers for this change are numerous. Certainly, much is driven by the necessity of service user centeredness a move which has also ushered in the increasing marketisation of the public sector (Mooney and Law, 2007). In addition, over-subscribed and under-resourced services trying to hit service targets and high public expectations require a flexible workforce unconstrained by professional boundaries – one that is endlessly malleable and open to reskilling. In this increasingly privatised sector all workers are being asked to deliver more and more in often dramatically new forms (Fleming and Taylor, 2007, Mooney and Law, 2007). Consequently, in many settings, the paraprofessional is becoming a different sort of worker – autonomous, open to change and professionally accountable and thus requiring registration and education. This development has been presented as a contested activity impacting on the occupational order through redistribution of resources and shifts in the focus of work, status, identity and professional boundaries. Using Billett’s (2004) concept of co-participation to explore the interplay between workplace conditions and worker agency, this paper considers the paraprofessional’s position as a learning challenge. Learning is explored as operating within a space of tensions simultaneously involving practice made visible and invisible, both opportunity and restriction, vocation and fragmentation and forces that skill, re-skill and de-skill.