There is a need to develop models of practice-based learning that are effective in bringing about improvement in the quality of care that patients receive. This paper describes a facilitated practice-based project where five general practices in Dorset formed interprofessional teams that worked over a six-month period using a continuous quality improvement (CQI) approach to make a change in areas of importance to them. All the teams completed the project and planned and implemented demonstrable changes. Qualitative enquiry showed changes in relationships and teamworking that extended beyond the specific topic of the project with teams reporting an enhanced sense of competence and achievement. The project facilitators were able to develop a model of learning that acknowledges and utilises the depth of experience and understanding within interprofessional practice teams. Protected time and an environment and processes that encourage full partcipation of a wide range of team members is essential.