In this paper I shall describe how work discussion groups offered to staff on-site as part of a mental health in schools outreach project can have a significant impact on the thinking attitudes and culture within a school. Through the use of some detailed examples of these work discussion groups in action, I hope to illustrate the way these groups can enable staff to enhance their observational skills, develop a deeper understanding of the factors that impact on learning, behaviour and teaching, and reduce staff stress. Finally, I hope to highlight the ways in which such groups not only extend staff skills in engaging with pupils at risk of emotional breakdown and school exclusion, but can also promote a learning environment for all, in which development and growth is promoted at a personal, professional and whole-school level.