This grounded theory study looks at how theatre directors in rehearsal create a learning environment and considers what coaches can learn. It identifies some of the factors involved in creating a learning environment in both theatre rehearsal and coaching: factors such as managing processes, managing relationships and overcoming goal impasse. It also explores the influence of intuition. The study reinforces what coaching and the helping professions have known about relationships, but may not have put into action, including the importance of rapport. It also highlights a number of other factors that are understood by theatre directors, but which may also, if adopted by coaches, enhance the learning environment s that they create.