This is an exploration of the theory and function of teamwork, which focuses on the problems and difficulties that contribute to the development of a team. Although the examples used are broadly applicable to any type of team, the text makes particular reference to open and distance learning. A model of behaviour is developed in which all experiences may be understood in terms of three levels of development: behaviour towards change; behaviour towards others and self-behaviour. The dynamic processes of groups are examined in terms of their contribution to the development of skills and knowledge. A psychodynamic model is used to link different activities, such as work counselling, team facilitation and institutional consulting.