This article discusses the reasons offered by one group of paraprofessionals to explain their decision to study for a work-related higher education programme. It reports on an ethnographically inspired piece of research that aimed to capture the initial motives that a group of teaching assistants had for studying for a Foundation degree at a post-1992 university. This group of students were largely female mature students, who were also overwhelmingly mothers with dependent children. It is suggested that Bourdieu's concepts of field, capital, habitus and illusio can be utilised to understand why these learners become motivated to enter higher vocational education. Workplace change and the pursuit of capital are highlighted as being a catalyst for the fracturing of illusio, career switching and undergraduate study. Somewhat counterintuitively, virtually all the students indicated that they had decided to study for a qualification that was primarily designed to help them succeed in their existing employment role as a means of acquiring a new occupational role and version of self.