Description: The discussion of students' encounters in this paper is based upon data from a research project funded by the ESRC as part of the Teaching and Learning Research Programme (TLRP) extension to Wales programme. The research project is investigating the experiences of "learning and working in further education colleges in Wales" and follows the learning journeys of both students and teachers over two years. The data used here were collected during the first year of the project from qualitative methods including semi-structured interviews, classroom observations and students and teachers' journals. Relatively little is known about learning and working in post-16 further education colleges in Wales and existing UK research offers limited insights into FE classrooms.Using the voices and texts of its research participants, the paper is able to illustrate the ways in which students make sense of their initial experiences in further education. Data are used to explore similarities and differences amongst a range of students in the study sample. The analysis of students' journals, observational data and initial interviews suggests that crossing the threshold of a further education college is not a straightforward action. Those transferring directly from secondary school or who had briefly left formal education, for employment or perhaps for early parenthood- reported initial feelings of discontinuity. Older returners to study described anxieties and self-doubt about their capacity to learn.Although the research project is at an early stage, the data generated so far are testimony to the complex lives of young and older students. Being at college and following a course of study is only a part of their lives which has to be managed alongside other demands on their time, energy and resources. Empirical material shows how students opened up their life stories to us to reveal a myriad of (often unanticipated) reasons for their enrolment. These frequently included intensely critical accounts of their prior schooling. While there are some commonalities, what our qualitative data reveal is a more complex set of intimate and private rationales for "coming to college".The early sections of the paper portray the ways students talk about their motivations with later sections capturing their initial experiences, surprises and adjustments. Discussion focuses on how students understand themselves as learners, the influence of families, peers, localities, daily lives and aspirations. The overall intention of the paper is to illuminate how all of these, shape students' initial encounters with the diverse learning settings that comprise contemporary further education in Wales. Implications for Post 16 Education policymakers and teacher practitioners are identified in the final section. Methodology: The research project uses qualitative research methods and documentary analysis and includes depth interviews, learning journals, ethnographic observations in a range of learning settings and student focus groups. Three Further Education colleges in Wales, each in a contrasting locality, have agreed to host the 2 year research project. Twenty seven teachers and forty five students are core participants who have agreed to share their "learning journeys" with the research team. Fieldwork at seven campuses, across different subjects and with a range of students and teachers will enable a rich account of the day to day realities of learning and working in Further Education to be created. Conclusions: The study will identify important knowledge about students' and teachers' dispositions and orientations towards learning and teaching. Empirical material and robust analysis of cases will enable the identification of implications for practitioners and policy makers.