Learners with cognitive and behavioral difficulties are particularly challenging in the clinical setting. Cognitive difficulties in the clinical realm may relate to knowledge deficits and/or weak problem solving skills. Behavioral difficulties resulting from attitudinal or motivational problems may manifest themselves as specific unprofessional acts either committed or omitted in the course of caring for patients as well as in unprofessional behavior. A disproportionate amount of time and energy can be expended addressing the needs of such students. This paper reviews several types of difficulties encountered by educators and suggests strategies for preventing, assessing, and working effectively with challenging students in the clinical setting. Specific attention is directed to impaired students. © 2005 Mosby, Inc. All rights reserved.