Indiana University-Purdue University Indianapolis (IUPUI) / Clinical nursing faculty members often work with students who underperform in the clinical area. Underperforming students are those who exhibit deficits in nursing knowledge, the application of nursing knowledge, psychomotor skills, motivation, and/or interpersonal skills. The outcomes of faculty work with underperforming students have implications for patient safety and the nursing workforce, yet little is known about how faculty work with underperforming students. The purpose of this project was to develop a theoretical framework that describes how clinical faculty work with underperforming students in the clinical area. Twenty-eight nursing faculty who had worked with underperforming nursing students during clinical rotations were interviewed and invited to tell stories about working with these students. Their narratives were analyzed using constant comparison analysis, and a theoretical framework was developed. The framework included three stages that unfolded as faculty worked with underperforming students over time. The first stage, Being Present, was the process by which faculty came to know students were underperforming. They did this by noticing red flags, taking extra time with students, working side-by-side with students, and connecting with students "where they were at." The second stage, Setting a New Course, was the process by which faculty attempted to provide remedial experiences to improve the performance of those students determined to be underperforming. The participants did this by beginning a new course of instruction for the students, bringing in new people to help the students, and creating new learning experiences for them. This process could result in students turning it [their performance] around, making it through [the clinical rotation], or not making it. The final stage, Being Objective, was the process by which participants made negative progression decisions. They did this by relying on objective indices, documenting problematic student behaviors, and obtaining validation for their decisions.