A critical shortage of nursing faculty adds to the current problem of a worldwide shortage of nurses. Experienced, practicing nurses transitioning to the role of the nurse educator are faced with learning the new discipline of education. Leaders in schools of nursing need strategies to bring expert clinicians into the educator role and to enhance the skills of experienced faculty. This study of the cognitive processes that contribute to faculty development for nurse educators provided data from multiple sources and multiple interviews that could be useful for designing and implementing effective development strategies for nursing faculty. A model of faculty development emerged from the data that included processes of reflection, planning, teaching, and more reflection in a cyclical pattern, supported by colleague sharing, administrative programs of mentoring and continuing education, and constrained by time, the solitary nature of the work, and lack of colleague support.