This article discusses research that employed practice-led and action research methods to study the tacit knowledge of painting practice and its application to teaching. Polanyi's theory of tacit knowledge is used to analyse the non-verbal, experience-based knowledge of painting to construct a discursive relationship between the dual practices of painting and teaching. The research was undertaken in the context of a twelve-week class in landscape painting for adults in a non-profit art school. Within the context of the class, a series of paintings was created and documented. By analysing the focal and subsidiary knowledge of the painting processes, several distinct patterns of action and thinking emerged. These patterns were synthesised into three modes of thinking that integrate the mind, body and materials. The outcome of the study is a preliminary model that describes painting as a dynamic multi-modal thinking process, integrating visual perception, material actions and expressive ways of thinking. The discussion includes a detailed description of the research methods, the data analysis, the application in teaching, and the embodied nature of cognition in the painting process.