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Bion's theory of groups is used to explore the dynamics of learning on a leadership development programme. The dynamic of a group is influenced by the capacity of its members to negotiate, consciously and unconsciously, the tension between the opposed tendencies of attention and distraction, which is related to the tension between a desire to learn and a hatred of the process of development. Bion's model of work-group and basic-assumption mentalities, which we equate with the dynamics of attention and distraction, is used to reflect on a two-month period of a development programme in a UK public service organisation. In related literature there is a tendency to focus on the pathology of basic-assumption mentality with limited interest in the healthy functioning of work-group mentality. Basic-assumption mentality contributes to understanding a group that is distracted from its purpose, but a focus on this, without comparable attention to work-group mentality, can lead to an inappropriately negative view of group process. This is contrary to Bion's essential optimism about the powerful psychological structure of work-group mentality. The article demonstrates the importance of combining an analysis of both attention and distraction to fully appreciate the complex dynamic of groups engaged in a developmental process.