AIM: This paper presents findings from a study which explored a group of Saudi Arabian nurses' experiences of studying for a Masters degree in Australia. BACKGROUND: Arab states in the Middle East, Saudi Arabia in particular, have high expatriate nursing populations, and governments in the region have allocated considerable funding to up-skilling their health workforce, often at Western universities. However, there has been little research into the learning experiences of nursing students from Middle East nations. METHODS: A descriptive qualitative study design was used. Middle Eastern students undertaking Masters courses in a School of Nursing and Midwifery at one Australian university were invited to participate in a semi-structured interview. Ten Saudi students participated and data were analysed using content analysis. FINDINGS: Students experienced challenges related to the transition to very different forms of study; to managing relationships and family. They were resourceful, employing strategies to manage multiple demands, including differences in culture, and stressed the significance of strong personal relationships with staff. Students acknowledged being changed, even transformed, by their experience, and saw themselves as future change agents. CONCLUSION: Highly skilled local nursing professionals are being sought in many Middle Eastern countries and may undertake post-graduate studies in Western contexts quite different from their own. Students reported that, in spite of difficulties, their experience prompted transformational change: intellectually, psychologically and developmentally. It is necessary for staff to understand expectations and learning preferences of these students to ensure fruitful learning outcomes and benefits to nursing in their home countries.